Health Catalyst Form 4 Change in insider ownership

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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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

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT ]

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)
07/25/2019

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	07/25/2019		C		183,638	A	$0.00	183,638	I	Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Common Stock⁽¹⁾⁽³⁾	07/25/2019		C		4,431,513	A	$0.00	4,431,513	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Common Stock⁽⁴⁾	07/25/2019		C		1,474,068	A	$0.00	1,474,068	I	SC US GF V Holdings, Ltd.⁽⁵⁾
Common Stock⁽⁶⁾⁽⁷⁾⁽⁸⁾	07/25/2019		C		89,162	A	$0.00	89,162	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/25/2019	⁽¹⁾	C			3,436,107	⁽¹⁾	⁽¹⁾	Common Stock	3,436,107	$0.00	0	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/25/2019	⁽¹⁾	C			151,392	⁽¹⁾	⁽¹⁾	Common Stock	151,392	$0.00	0	I	Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	07/25/2019	⁽³⁾	C			731,890	⁽³⁾	⁽³⁾	Common Stock	731,890	$0.00	0	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	07/25/2019	⁽³⁾	C			32,246	⁽³⁾	⁽³⁾	Common Stock	32,246	$0.00	0	I	Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	07/25/2019	⁽⁴⁾	C			1,474,068	⁽⁴⁾	⁽⁴⁾	Common Stock	1,474,068	$0.00	0	I	SC US GF V Holdings, Ltd.⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	07/25/2019	⁽⁶⁾	C			176,222	⁽⁶⁾	⁽⁶⁾	Common Stock	176,222	$0.00	0	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series D Preferred Stock	⁽⁶⁾	07/25/2019	⁽⁶⁾	C			59,693	⁽⁶⁾	⁽⁶⁾	Common Stock	59,693	$0.00	0	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾
Series E Preferred Stock	⁽⁷⁾	07/25/2019	⁽⁷⁾	C			60,463	⁽⁷⁾	⁽⁷⁾	Common Stock	60,463	$0.00	0	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series E Preferred Stock	⁽⁷⁾	07/25/2019	⁽⁷⁾	C			20,381	⁽⁷⁾	⁽⁷⁾	Common Stock	20,381	$0.00	0	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾
Series F Preferred Stock	⁽⁸⁾	07/25/2019	⁽⁸⁾	C			26,831	⁽⁸⁾	⁽⁸⁾	Common Stock	26,831	$0.00	0	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series F Preferred Stock	⁽⁸⁾	07/25/2019	⁽⁸⁾	C			9,088	⁽⁸⁾	⁽⁸⁾	Common Stock	9,088	$0.00	0	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF V Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF IV MANAGEMENT LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date.

2. SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, LP and Sequoia Capital USGF Principals Fund IV, LP (collectively, the "SC USGF IV Funds"). As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF IV Funds. Each of SC US (TTGP), Ltd. and SCGF IV Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF IV Funds, except to the extent of 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. Each share of Series B Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date.

4. Each share of Series C Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date..

5. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP ("SC USGF V") and Sequoia Capital USGF Principals Fund V, L.P. (together, the "SC USGF V Funds"), which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd ("SC USGF V Holdco"). As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF V Funds and SC USGF V Holdco. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF V Funds and SC USGF V Holdco, except to the extent of 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.

6. Each share of Series D Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date.

7. Each share of Series E Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date.

8. Each share of Series F Preferred Stock automatically converted to common stock immediately prior to the closing of the Issuer's initial public offering on a one-for-one basis, and had no expiration date.

Remarks:

/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	07/29/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P.	07/29/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P.	07/29/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P.	07/29/2019
	See Remarks	07/29/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund IV, LP. and Sequoia Capital USGF Principals Fund IV, LP.	07/29/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Health Catalyst (HCAT) Form 4Change in insider ownership