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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2018 | 3. Issuer Name and Ticker or Trading Symbol Guardant Health, Inc. [ GH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
SERIES C PREFERRED STOCK | (1) | (1) | COMMON STOCK | 58,458 | (1) | I | By Lightspeed Affiliates X, L.P.(2) |
SERIES C PREFERRED STOCK | (1) | (1) | COMMON STOCK | 1,169,163 | (1) | I | By Lightspeed Venture Partners X, L.P.(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares of the Issuer's Series C Preferred Stock (the "Preferred Stock) are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date. |
2. The shares are directly held by Lightspeed Affiliates X, L.P. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the sole general partner of Lightspeed General Partner X, L.P., which is the sole general partner of Lightspeed Affiliates X, L.P. Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and Christopher J. Schaepe are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. The shares are directly held by Lightspeed Venture Partners X, L.P. Lightspeed Ultimate General Partner X, Ltd. is the sole general partner of Lightspeed General Partner X, L.P., which is the sole general partner of Lightspeed Venture Partners X, L.P. Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and Christopher J. Schaepe are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Venture Partners X, L.P. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
Lightspeed Affiliates X, L.P., by Lightspeed General Partner X, L.P., its general partner, by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory | 10/03/2018 | |
Lightspeed Venture Partners X, L.P., by Lightspeed General Partner X, L.P., its general partner, by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory | 10/03/2018 | |
Lightspeed Ultimate General Partner X, Ltd., /s/ Christopher J. Schaepe, Duly authorized signatory | 10/03/2018 | |
Lightspeed General Partner X, L.P., by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory | 10/03/2018 | |
/s/ Barry Eggers | 10/03/2018 | |
/s/ Jeremy Liew | 10/03/2018 | |
/s/ Ravi Mhatre | 10/03/2018 | |
/s/ Peter Nieh | 10/03/2018 | |
/s/ Christopher J. Schaepe | 10/03/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |