Internet Lux S.a r.l. Kinnevik Form 3 Livongo Health / Internet Lux S.a r.l. 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 Internet Lux S.a r.l.

(Last) (First) (Middle)

7, AVE JEAN-PIERRE PESCATORE

(Street)

N4 L-2324

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2019

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)

X	Form filed by One Reporting Person
	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	12,653,927(1)(2)	D

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

Explanation of Responses:

1. On November 13, 2019, Kinnevik Online AB, a wholly-owned subsidiary of Kinnevik AB (publ), transferred its shares of the Issuer's common stock to Kinnevik Internet Lux S.a r.l., a wholly-owned subsidiary of Kinnevik AB (publ) (the "Reporting Person" and, together with Kinnevik AB (publ) and Kinnevik Online AB, the "Kinnevik Group"). Throughout this transfer among affiliates, Kinnevik AB (publ) remained the indirect beneficial owner of the shares of the Issuer's common stock, and no consideration or other value was transferred to or from the Kinnevik Group.

2. In connection with this transfer among affiliates discussed in footnote 1, the Reporting Person has entered into a lock-up agreement, pursuant to which the Reporting Person has agreed that, for a period of 180 days beginning on July 29, 2019, the Issuer's common stock cannot be sold without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters of the Issuer's initial public offering.

	/s/ Mikael Holmberg and Rejane Koczorowski, each as authorized signatory of Kinnevik Internet Lux S.a r.l.	11/13/2019
	** 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 5 (b)(v).
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