Shapiro Lee Form 3 Livongo Health / LEE SHAPIRO 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^*

SHAPIRO LEE

(Last)

(First)

(Middle)

C/O LIVONGO HEALTH, INC.

150 WEST EVELYN AVENUE, SUITE 150

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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	1,984,865⁽¹⁾	D
Common Stock	414,808	I	See footnote⁽²⁾
Common Stock	3,373,987	I	See footnote⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,506	⁽⁴⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,104	⁽⁵⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	285,131	⁽⁵⁾	I	See footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	250,800	⁽⁷⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	361,718	⁽⁷⁾	I	See footnote⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	488,683	⁽⁹⁾	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	400,528	⁽⁹⁾	I	See footnote⁽¹⁰⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	60,000	⁽⁹⁾	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. Of the reported shares, 1,143,551 shares are represented by restricted stock units, or RSUs, which vest as follows: 285,887 RSUs vest on January 18, 2020 and the remaining 857,664 RSUs vest in eight equal semi-annual installments beginning on July 18, 2020.

2. The shares are held of record by 7Wire Ventures Fund, L.P., or 7Wire LP. The reporting person serves as a Manager of 7Wire Management, LLC, or 7Wire Management, the Manager of 7Wire LP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. The shares are held of record by 7Wire Ventures LLC-Series EosHealth. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC-Series EosHealth. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

5. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The shares are held of record by 7Wire Ventures LLC - Series Livongo C. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

7. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

8. The shares are held of record by 7Wire Ventures LLC - Series Livongo D. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo D. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

9. Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

10. The shares are held of record by 7Wire Ventures LLC - Series Livongo E. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo E. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

11. The shares are held of record by 7Wire Ventures Wanxiang Strategic Fund I, LLC, or 7Wire Wanxiang. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Wanxiang. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Erica Palsis, by power of attorney	07/24/2019
	** 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).
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Shapiro Lee Form 3Livongo Health / LEE SHAPIRO ownership change