GC Venture LH Manager Form 4 Livongo Health / KENNETH I CHENAULT 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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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^*

GC Venture LH Manager, LLC

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

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

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)
07/29/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2020		J(1)		2,678,571	D	$0	0	I	See footnote(2)(3)
Common Stock	07/29/2020		J(4)		653,918	A	$0	653,918	I	See footnote(5)
Common Stock								971,064	I	See footnote(6)
Common Stock								2,892,681	I	See footnote(7)
Common Stock								13,943,216	I	See footnote(8)

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

1. Name and Address of Reporting Person^*

GC Venture LH Manager, LLC

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Venture LH, LLC

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GCGM Investment Holdings, LP

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Partners Holdings, LP

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHENAULT KENNETH I

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cutler Joel E

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fialkow David P

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

Explanation of Responses:

1. GC Venture LH, LLC distributed these shares to its members on a pro rata basis for no consideration and no longer holds any shares.

2. General Catalyst Group Management Holdings, L.P., or GCGMH, is the manager of General Catalyst Group Management, LLC, or GCGM, which is the manager of GC Venture LH Manager, LLC, which is the manager and a member of GC Venture LH, LLC. GCGM may also be a member of GC Venture LH Manager, LLC with a pecuniary interest in the reported securities. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, or GCGMH LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja, a director of the Issuer, share voting and investment power with respect to shares held by GC Venture LH, LLC. GCGM Investment Holdings, L.P. is a non managing member of GC Venture LH Manager, LLC with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities.

3. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.

4. As part of the distribution described in footnote 1, GC Venture LH Manager, LLC received 653,918 shares of the Issuer's Common Stock.

5. The shares are held by GC Venture LH Manager, LLC. GCGMH is the manager of GCGM, which is the manager of GC Venture LH Manager, LLC. GCGM may also be a member of GC Venture LH Manager, LLC with a pecuniary interest in the reported securities. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to shares held by GC Venture LH Manager, LLC. GCGM Investment Holdings, L.P. is a non-managing member of GC Venture LH Manager, LLC with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.

6. 6,837 shares are held by 7wire Investment Holdings, Ltd., which is wholly owned by General Catalyst Group VIII, L.P., or GC Group VIII LP, and the balance are held by GC Group VIII LP. General Catalyst GP VIII, LLC, or GP VIII LLC, is the general partner of General Catalyst Partners VIII, L.P., or GP VIII LP, which is the general partner of GC Group VIII LP. GCGM, is the manager of GP VIII LLC. GCGMH is the manager of GCGM. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to shares held by 7wire Investment Holdings, Ltd. and GC Group VIII LP. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.

7. The shares are held by General Catalyst Group VIII Supplemental, L.P., or GC Group VIII Supplemental. GP VIII LLC is the general partner of GP VIII LP, which is the general partner of GC Group VIII Supplemental. GCGMH is the manager of GCGM, which is the manager of GP VIII LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to shares held by GC Group VIII Supplemental. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.

8. The shares are held by General Catalyst Group VI, L.P., or GC Group VI LP. General Catalyst GP VI, LLC, or GP VI LLC, is the general partner of General Catalyst Partners VI, L.P., or GP VI LP, which is the general partner of GC Group VI LP. GCGMH is the manager GCGM, which is the manager of GP VI LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to shares held by GC Group VI LP. GCGM Investment Holdings, L.P. is a limited partner of GC Group VI LP with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.

Remarks:

This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with General Catalyst and their applicable members.

	GC Venture LH Manager, LLC; By General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: its general partner; By: /s/ Christopher McCain, Chief Legal Officer	07/31/2020
	GC Venture LH, LLC; By GC Venture LH Manager, LLC; its Manager, By General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: its general partner; By: Christopher McCain, CLO	07/31/2020
	GCGM Investment Holdings, L.P.; By General Catalyst Group Management Holdings GP LLC, its General Partner; By /s/ Christopher McCain, Chief Legal Officer	07/31/2020
	GC Partners Holding, L.P.; By General Catalyst Group Management Holdings GP LLC, its General Partner; By /s/ Christopher McCain, Chief Legal Officer	07/31/2020
	/s/ Christopher McCain, attorney-in-fact for Kenneth Chenault	07/31/2020
	/s/ Christopher McCain, attorney-in-fact for Joel Cutler	07/31/2020
	/s/ Christopher McCain, attorney-in-fact for David Fialkow	07/31/2020
	** Signature of Reporting Person	Date
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