| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Guardant Health, Inc. [ GH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/09/2018 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 281,020 | A | (1) | 281,020 | I | Khosla Ventures IV (CF), L.P.(2) | ||
| COMMON STOCK | 10/09/2018 | C | 4,395,627 | A | (1) | 4,395,627 | I | Khosla Ventures IV, L.P(3) | ||
| COMMON STOCK | 10/09/2018 | C | 84,306 | A | (1) | 84,306 | I | Khosla Ventures IV (CF), L.P.(2) | ||
| COMMON STOCK | 10/09/2018 | C | 1,318,688 | A | (1) | 1,318,688 | I | Khosla Ventures IV, L.P(3) | ||
| COMMON STOCK | 10/09/2018 | C | 61,111 | A | (1) | 61,111 | I | Khosla Ventures IV (CF), L.P.(2) | ||
| COMMON STOCK | 10/09/2018 | C | 955,882 | A | (1) | 955,882 | I | Khosla Ventures IV, L.P(3) | ||
| COMMON STOCK | 10/09/2018 | C | 2,695 | A | (1) | 2,695 | I | Khosla Ventures IV (CF), L.P.(2) | ||
| COMMON STOCK | 10/09/2018 | C | 42,169 | A | (1) | 42,169 | I | Khosla Ventures IV, L.P(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 B PREFERRED STOCK | (1) | 10/09/2018 | C | 281,020 | (1) | (1) | COMMON STOCK | 281,020 | (1) | 0 | I | Khosla Ventures IV (CF), L.P.(2) | |||
| SERIES B PREFERRED STOCK | (1) | 10/09/2018 | C | 4,395,627 | (1) | (1) | COMMON STOCK | 4,395,627 | (1) | 0 | I | Khosla Ventures IV, L.P.(3) | |||
| SERIES C PREFERRED STOCK | (1) | 10/09/2018 | C | 84,306 | (1) | (1) | COMMON STOCK | 84,306 | (1) | 0 | I | Khosla Ventures IV (CF), L.P.(2) | |||
| SERIES C PREFERRED STOCK | (1) | 10/09/2018 | C | 1,316,688 | (1) | (1) | COMMON STOCK | 1,316,688 | (1) | 0 | I | Khosla Ventures IV, L.P.(3) | |||
| SERIES D PREFERRED STOCK | (1) | 10/09/2018 | C | 61,111 | (1) | (1) | COMMON STOCK | 61,111 | (1) | 0 | I | Khosla Ventures IV (CF), L.P.(2) | |||
| SERIES D PREFERRED STOCK | (1) | 10/09/2018 | C | 955,882 | (1) | (1) | COMMON STOCK | 955,882 | (1) | 0 | I | Khosla Ventures IV, L.P.(3) | |||
| SERIES E PREFERRED STOCK | (1) | 10/09/2018 | C | 2,695 | (1) | (1) | COMMON STOCK | 2,695 | (1) | 0 | I | Khosla Ventures IV (CF), L.P.(2) | |||
| SERIES E PREFERRED STOCK | (1) | 10/09/2018 | C | 42,169 | (1) | (1) | COMMON STOCK | 42,169 | (1) | 0 | I | Khosla Ventures IV, 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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| Explanation of Responses: |
| 1. The shares of Preferred Stock automatically converted 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 Amended and Restated Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date. |
| 2. Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests 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. Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests 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: |
| /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P. | 10/11/2018 | |
| /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P. | 10/11/2018 | |
| /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC. | 10/11/2018 | |
| /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC. | 10/11/2018 | |
| /s/John J. Demeter, as attorney in fact for Vinod Khosla. | 10/11/2018 | |
| ** 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 4 (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. | ||
