CUSIP
No. 539183103
|
13D
|
Page
15 of 24 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David P. Fialkow
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☒
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 539183103
|
13D
|
Page
16 of 24 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hemant Taneja
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☒
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 539183103
|
13D
|
Page
17 of 24 Pages
|
Schedule 13D/A
|
Item 1.
|
Security and Issuer
|
This Amendment No. 3 to Schedule 13D amends and supplements statements
on Schedule 13D filed on August 8, 2019, as amended by Amendment No.1 thereto filed on May 26, 2020 and Amendment No. 2 thereto
filed on August 13, 2020 (the “Schedule 13D”) with respect to the shares of common stock, $.001 par value (the “Common
Stock”) of Livongo Health, Inc. (the “Issuer” or “Livongo”) having its principal executive office
at 150 West Evelyn Avenue, Mountain View, California 94041. Each Item below amends and supplements the information disclosed under
the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment
No. 3 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment
No. 3, the information contained in the Schedule 13D has not been updated or amended.
|
Item 2.
|
Identity and Background.
|
There are no amendments to Item 2 of the Schedule 13D.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby amended and supplemented as
follows:
On September
10, 2020, 7wire Investment Holdings, Ltd., a wholly owned subsidiary of General Catalyst Group VIII, L.P. ("7wire") received
3,174 shares of the Issuer's Common Stock.
On September 30, 2020,
7wire received 7,922 shares of the Issuer's Common Stock.
On October 30, 2020,
the Merger Agreement with Teladoc and Tempranillo Merger Sub, Inc., and wholly owned subsidiary of Teladoc closed. Pursuant to
the terms of the Merger Agreement, upon the closing of the merger, all shares of the Issuer’s Common Stock held by the Reporting
Persons converted into a right to receive 0.5920 of a share of Teladoc Common Stock and $4.24 in cash, without interest, together
with cash in lieu of any fractional shares.
|
Item 4.
|
Purpose of Transaction.
|
The
information included in Item 3 above is incorporated herein by reference. In addition, Item 4 of the Schedule 13D is hereby amended
and supplemented as follows:
On
October 30, 2020, the Merger Agreement closed. Following the closing, the Reporting Persons held zero shares of the Issuer’s
Common Stock.
CUSIP
No. 539183103
|
13D
|
Page
18 of 24 Pages
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a)-(e) of the Schedule 13D are
hereby amended and restated in their entirety as follows:
|
(a)
|
The responses to Items 7-13 on the cover pages are incorporated
by reference herein.
|
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except for the transactions described above in Item 3 of this Amendment
No. 3, there were no other transactions effected by the Reporting Persons in the common stock within the past sixty (60) days.
|
|
(e)
|
As a result of the transaction described in Item 4 above, as of
October 30, 2020, each of the Reporting Persons ceased to be a beneficial owner of more than five percent (5%) of the outstanding
Common Stock of the Issuer. Therefore, this Amendment No. 3 constitutes the final amendment to the Schedule 13D.
|
|
Item 6.
|
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
|
The information set forth in Item 4 of this Amendment No. 3 is incorporated
by reference in its entirely in this Item 6.
|
Item 7.
|
Material to be Filed as Exhibits.
|
There are no amendments to Item 7 of the Schedule 13D.
CUSIP
No. 539183103
|
13D
|
Page
19 of 24 Pages
|
SIGNATURE
After reasonable inquiry and to the best of
its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
EXECUTED this 3rd day of November, 2020.
General catalyst group vI,
L.P.
|
By:
|
GENERAL CATALYST PARTNERS VI, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VI, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII, L.P.
|
By:
|
GENERAL CATALYST PARTNERS VIII, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.
|
By:
|
GENERAL CATALYST PARTNERS VIII, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
CUSIP
No. 539183103
|
13D
|
Page
20 of 24 Pages
|
GENERAL CATALYST PARTNERS VI, L.P.
|
By:
|
GENERAL CATALYST GP VI, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VIII, L.P.
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GC VENTURE LH MANAGER, LLC
|
By:
|
GENERAL CATALYST GROUP MANAGEMENT, LLC
|
its Manager
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VI, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VIII, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
CUSIP
No. 539183103
|
13D
|
Page
21 of 24 Pages
|
GENERAL CATALYST GROUP MANAGEMENT, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
|
By:
|
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
*
Kenneth I. Chenault
*
Joel E. Cutler
*
David P. Fialkow
*
Hemant Taneja
* By: /s/ Christopher McCain
Christopher
McCain as Attorney-in-Fact
* This Schedule 13D was executed by Christopher McCain on behalf of
the Managing Directors pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership
of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January
15, 2019 and incorporated herein in its entirety by reference.
CUSIP
No. 539183103
|
13D
|
Page
22 of 24 Pages
|
EXHIBIT 3
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need
be filed with respect to the ownership by each of the undersigned of shares of stock of Livongo Health, Inc.
EXECUTED this 3rd day of November, 2020.
General catalyst group vI,
L.P.
|
By:
|
GENERAL CATALYST PARTNERS VI, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VI, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII, L.P.
|
By:
|
GENERAL CATALYST PARTNERS VIII, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.
|
By:
|
GENERAL CATALYST PARTNERS VIII, L.P.
|
its General Partner
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
CUSIP
No. 539183103
|
13D
|
Page
23 of 24 Pages
|
GENERAL CATALYST PARTNERS VI, L.P.
|
By:
|
GENERAL CATALYST GP VI, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VIII, L.P.
|
By:
|
GENERAL CATALYST GP VIII, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GC VENTURE LH MANAGER, LLC
|
By:
|
GENERAL CATALYST GROUP MANAGEMENT, LLC
|
its Manager
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VI, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VIII, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
CUSIP
No. 539183103
|
13D
|
Page
24 of 24 Pages
|
GENERAL CATALYST GROUP MANAGEMENT, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
|
By:
|
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
|
its General Partner
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
|
By:
|
/s/ Christopher McCain
|
Christopher McCain
Chief Legal Officer
*
Kenneth I. Chenault
*
Joel E. Cutler
*
David P. Fialkow
*
Hemant Taneja
* By: /s/ Christopher McCain
Christopher
McCain as Attorney-in-Fact