Kinnevik AB (publ) Form 3 Livongo Health / AB (publ) Kinnevik ownership change

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^*

Kinnevik AB (publ)

(Last) (First) (Middle)

SKEPPSBRON 18, P.O. BOX 2094

(Street)

STOCKHOLM V7 SE-103 13

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]

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

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

5. 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 Beneficially Owned
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)
Common stock, $0.001 par value per share	1,681,203	I(1)	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A convertible preferred stock	(2)	(2)	Common stock	18,771	(2)	I(3)	See Footnote(3)
Series C convertible preferred stock	(4)	(4)	Common stock	11,268	(4)	I(3)	See Footnote(3)
Series D convertible preferred stock	(5)	(5)	Common stock	2,816,790	(5)	I(3)	See Footnote(3)
Series E convertible preferred stock	(6)	(6)	Common stock	4,984,100	(6)	I(3)	See Footnote(3)

1. Name and Address of Reporting Person^*

Kinnevik AB (publ)

(Last) (First) (Middle)

SKEPPSBRON 18, P.O. BOX 2094

(Street)

STOCKHOLM V7 SE-103 13

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kinnevik Online AB

(Last) (First) (Middle)

SKEPPSBRON 18, P.O. BOX 2094

(Street)

STOCKHOLM V7 SE-103 13

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock are directly beneficially owned by Kinnevik Online AB ("Kinnevik Online"). Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of common stock owned directly by Kinnevik Online.

2. Each share of Series A convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

3. The shares of Series A convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Series E convertible preferred stock (collectively, the "Preferred Stock") are directly beneficially owned by Kinnevik Online. Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of Preferred Stock owned directly by Kinnevik Online.

4. Each share of Series C convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

5. Each share of Series D convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

6. Each share of Series E convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

Remarks:

	/s/ Mattias Andersson, as authorized signatory of Kinnevik AB (publ)	07/24/2019
	/s/ Torun Litzen, as authorized signatory of Kinnevik Online AB	07/24/2019
	** Signature of Reporting Person	Date
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