Mark Hirschhorn Form 3 Teladoc / MARK HIRSCHHORN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HIRSCHHORN MARK

(Last) (First) (Middle)

C/O TELADOC, INC.,

2 MANHATTANVILLE ROAD, SUITE 203

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2015

3. Issuer Name and Ticker or Trading Symbol
Teladoc, Inc. [ TDOC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	228,002	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	12/31/2022	Common Stock	100,318	1.07	D
Stock Option (right to buy)	(2)	12/11/2023	Common Stock	15,527	1.67	D
Stock Option (right to buy)	(3)	12/11/2023	Common Stock	24,042	1.67	D
Stock Option (right to buy)	(4)	09/10/2024	Common Stock	32,810	6.01	D
Stock Option (right to buy)	(5)	12/22/2024	Common Stock	109,654	6.01	D
Series A-1 Preferred Stock	(6)	(6)	Preffered Stock	684	(6)	D
Series C-1 Preferred Stock	(7)	(7)	Preferred Stock	4,532	(7)	D
Series F Preferred Stock	(8)	(8)	Preferred Stock	5,252	(8)	D

Explanation of Responses:

1. The option vested as to 25% of the shares on December 31, 2013. The remainder of the shares vested or will vest in 18 equal monthly installments thereafter.

2. The option vested as to 25% of the shares on January 1, 2015. The remainder of the shares vested or will vest in 30 equal monthly installments thereafter.

3. The option will vest as to 25% of the shares on January 1, 2016. The remainder of the shares will vest in 36 equal monthly installments thereafter.

4. The option will vest as to 25% of the shares on September 10, 2015. The remainder of the shares will vest in 36 equal monthly installments thereafter.

5. The option will vest as to 25% of the shares on December 22, 2015. The remainder of the shares will vest in 36 equal monthly installments thereafter.

6. The Series A-1 Preferred Stock is convertible into Common Stock on a 5.2391-for-one basis and has no expiration date. Each share of Series A-1 Preferred Stock will convert to Common Stock immediately prior to the closing of the issuer's initial public offering of Common Stock.

7. The Series C-1 Preferred Stock is convertible into Common Stock on a 0.4375-for-one basis and has no expiration date. Each share of Series C-1 Preferred Stock will convert to Common Stock immediately prior to the closing of the issuer's initial public offering of Common Stock.

8. The Series F Preferred Stock is convertible into Common Stock on a 0.4375-for-one basis and has no expiration date. Each share of Series F Preferred Stock will convert to Common Stock immediately prior to the closing of the issuer's initial public offering of Common Stock.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Adam C. Vandervoort, attorney-in-fact	06/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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