Capital Scout Fund Ii, L.L.C. Sequoia Form 4/A Guardant Health / CAPITAL SCOUT FUND II, L.L.C. SEQUOIA ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2018

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	10/09/2018		C		13,264	A	(1)	29,162(2)	I	By Sandscape, LLC(3)
COMMON STOCK	10/09/2018		C		5,564,701	A	(1)	5,564,701	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
COMMON STOCK	10/09/2018		C		1,402,994	A	(1)	1,402,994	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
COMMON STOCK	10/09/2018		C		233,832	A	(1)	233,832	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
COMMON STOCK	10/09/2018		C		508,497	A	(1)	508,497	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
COMMON STOCK	10/09/2018		C		44,866	A	(1)	44,866	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SERIES A PREFERRED STOCK	(1)	10/09/2018		C			13,264	(1)	(1)	COMMON STOCK	13,264	(1)	0	I	By Sandscape, LLC(3)
SERIES A PREFERRED STOCK	(1)	10/09/2018		C			5,564,701	(1)	(1)	COMMON STOCK	5,564,701	(1)	0	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
SERIES B PREFERRED STOCK	(1)	10/09/2018		C			1,402,994	(1)	(1)	COMMON STOCK	1,402,994	(1)	0	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
SERIES C PREFERRED STOCK	(1)	10/09/2018		C			233,832	(1)	(1)	COMMON STOCK	233,832	(1)	0	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
SERIES D PREFERRED STOCK	(1)	10/09/2018		C			508,497	(1)	(1)	COMMON STOCK	508,497	(1)	0	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)
SERIES E PREFERRED STOCK	(1)	10/09/2018		C			44,866	(1)	(1)	COMMON STOCK	44,866	(1)	0	I	By Sequoia Capital USV XIV Holdco, Ltd.(4)

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL SCOUT FUND II, L.L.C.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sandscape, LLC

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC U.S. VENTURE XIV MANAGEMENT, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USV XIV HOLDCO, LTD.

(Last) (First) (Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Preferred Stock automatically converted into shares of the Issuer's 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 Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.

2. This Form 4 is being amended to reflect the correct total number of shares of the Issuer's Common Stock held by Sandscape, LLC following the transactions reported herein.

3. The shares are directly held by Sandscape, LLC. SC US (TTGP), Ltd. is the general partner of SC US Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., which is the managing member of Sequoia Capital Scout Fund II, L.L.C., which is the managing member of Sandscape, LLC. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by Sandscape, LLC. 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.

4. The shares are directly held by Sequoia Capital USV XIV Holdco, Ltd., or SC USV XIV Holdco. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the SC USV XIV Funds. The SC USV XIV Funds together own 100% of the outstanding ordinary shares of SC USV XIV Holdco. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SC USV XIV Holdco. 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:

Exhibit 24.1 Power of Attorney for Roelof F. Botha */s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C. ** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C., the managing member of Sandscape, LLC *** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P. **** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Fund XIV, L.P. *****/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV, L.P. ****** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. *******/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., the 100% owners of Sequoia Capital USV XIV Holdco, Ltd.

	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd.	10/11/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P.	10/11/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.	10/11/2018
	* See remarks	10/11/2018
	** See remarks	10/11/2018
	*** See remarks	10/11/2018
	**** See remarks	10/11/2018
	***** See remarks	10/11/2018
	****** See remarks	10/11/2018
	******* See remarks	10/11/2018
	** Signature of Reporting Person	Date
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