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*
(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 | 2,046,035 | A | (1) | 2,046,035 | I | By Lightspeed Venture Partners Select, L.P.(2) | ||
COMMON STOCK | 10/09/2018 | C | 508,497 | A | (1) | 2,554,532 | I | By Lightspeed Venture Partners Select, L.P.(2) | ||
COMMON STOCK | 10/09/2018 | C | 44,866 | A | (1) | 2,599,398 | I | By Lightspeed Venture Partners Select, L.P.(2) |
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 C PREFERRED STOCK | (1) | 10/09/2018 | C | 2,046,035 | (1) | (1) | COMMON STOCK | 2,046,035 | (1) | 0 | I | By Lightspeed Venture Partners Select, L.P.(2) | |||
SERIES D PREFERRED STOCK | (1) | 10/09/2018 | C | 508,497 | (1) | (1) | COMMON STOCK | 508,497 | (1) | 0 | I | By Lightspeed Venture Partners Select, L.P.(2) | |||
SERIES E PREFERRED STOCK | (1) | 10/09/2018 | C | 44,866 | (1) | (1) | COMMON STOCK | 44,866 | (1) | 0 | I | By Lightspeed Venture Partners Select, L.P.(2) |
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 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 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 Venture Partners Select, L.P. Lightspeed Ultimate General Partner Select, Ltd. ("LUGP Select") is the sole general partner of Lightspeed General Partner Select, L.P., which is the sole general partner of Lightspeed Venture Partners Select, L.P. Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and Christopher J. Schaepe are the directors of LUGP Select and share voting and dispositive power with respect to the shares held by Lightspeed Venture Partners Select, 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 Ultimate General Partner Select, Ltd., /s/ Christopher J. Schaepe, Duly authorized signatory | 10/11/2018 | |
Lightspeed Venture Partners Select, L.P., by Lightspeed General Partner Select, L.P., its general partner, by Lightspeed Ultimate General Partner Select, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory | 10/11/2018 | |
/s/ Barry Eggers | 10/11/2018 | |
/s/ Jeremy Liew | 10/11/2018 | |
/s/ Ravi Mhatre | 10/11/2018 | |
/s/ Peter Nieh | 10/11/2018 | |
/s/ Christopher J. Schaepe | 10/11/2018 | |
Lightspeed General Partner Select, L.P., by Lightspeed Ultimate General Partner Select, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory | 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. |