| 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 Butterfly Network, Inc. [ BFLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/12/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 02/12/2021 | A | 519,150(1) | A | (2) | 519,150 | D | |||
| 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 | ||||||||
| Stock Option (right to buy) | $2.48 | 02/12/2021 | A | 155,745 | (3) | 01/16/2028 | Class A Common Stock | 155,745 | (4) | 155,745 | D | ||||
| Stock Option (right to buy) | $4.16 | 02/12/2021 | A | 155,745 | (5) | 09/18/2028 | Class A Common Stock | 155,745 | (6) | 155,745 | D | ||||
| Stock Option (right to buy) | $4.84 | 02/12/2021 | A | 207,660 | (7) | 01/21/2030 | Class A Common Stock | 207,660 | (8) | 207,660 | D | ||||
| Explanation of Responses: |
| 1. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as to 50% of the shares on December 17, 2021, with the remainder vesting in 4 equal quarterly installments thereafter, subject to Mr. Shahida's continued service through the applicable vesting date. |
| 2. In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 19, 2020, by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Longview ("Merger Sub"), and Butterfly Network, Inc., a Delaware corporation ("Butterfly"), pursuant to which Merger Sub merged with and into Butterfly (the "Merger"), with Butterfly surviving as a wholly-owned subsidiary of Longview (which changed its name to "Butterfly Network, Inc.", the "Issuer"), these shares were received in exchange for 500,000 RSUs of Butterfly. |
| 3. The shares underlying this option are fully vested. |
| 4. Received in connection with the Merger in exchange for a stock option to acquire 150,000 shares of Butterfly common stock for $2.57 per share. |
| 5. The shares underlying this option vest in equal monthly installments over 48 months beginning on September 30, 2018, subject to Mr. Shahida's continued service through the applicable vesting date. |
| 6. Received in connection with the Merger in exchange for a stock option to acquire 150,000 shares of Butterfly common stock for $4.31 per share. |
| 7. The shares underlying this option vested as to 50% on November 2, 2020, with the remainder vesting in 24 equal monthly installments thereafter, subject to Mr. Shahida's continued service through the applicable vesting date. |
| 8. Received in connection with the Merger in exchange for a stock option to acquire 200,000 shares of Butterfly common stock for $5.02 per share. |
| /s/ Mary Miller, Attorney-in-Fact | 02/16/2021 | |
| ** 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. | ||
