SEC Form 4 · accession 0001179110-15-011058
Teladoc Health, Inc. · TDOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Edward L Cahill
10% Owner
Peter J Grua
10% Owner
HLM VENTURE PARTNERS II, L.P.
10% Owner
HLM VENTURE ASSOCIATES II, LLC
10% Owner
Period of report
Jul 7, 2015
Accepted (ET)
Jul 9, 2015 · 1:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001477449
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Jul 7, 2015 | C | 2,641,986 | — | A | 2,641,986 | I | See Footnote |
| Common StockF3,F1 | Jul 7, 2015 | C | 819,852 | — | A | 819,852 | I | See Footnote |
| Common StockF4,F1 | Jul 7, 2015 | C | 1,089,666 | — | A | 1,089,666 | I | See Footnote |
| Common StockF5,F1 | Jul 7, 2015 | C | 428,964 | — | A | 428,964 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C-1 Preferred StockF2,F1 | — | Jul 7, 2015 | C | 6,039,316 | D | — | — | Common Stock | 2,641,986 | 0 | I |
| Series D Preferred StockF3,F1 | — | Jul 7, 2015 | C | 1,874,100 | D | — | — | Common Stock | 819,852 | 0 | I |
| Series E Preferred StockF4,F1 | — | Jul 7, 2015 | C | 2,490,867 | D | — | — | Common Stock | 1,089,666 | 0 | I |
| Series F Preferred StockF5,F1 | — | Jul 7, 2015 | C | 980,568 | D | — | — | Common Stock | 428,964 | 0 | I |
Explanation of responses
- F1HLM Venture Associates II, L.L.C. is the general partner of HLM Venture Partners II, L.P. Edward L. Cahill and Peter J. Grua (collectively, the "Managing Members") are the managing members of HLM Venture Associates II, L.L.C. and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by HLM Venture Partners II, L.P. Each of the entities and the Managing Members disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
- F2Each share of Series C-1 Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.
- F3Each share of Series D Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.
- F4Each share of Series E Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.
- F5Each share of Series F Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.