SEC Form 4 · accession 0001179110-15-011060
Teladoc Health, Inc. · TDOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 7, 2015
Accepted (ET)
Jul 9, 2015 · 1:58 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 StockF5,F1,F2,F3 | Jul 7, 2015 | C | 2,872,326 | — | A | 2,872,326 | I | See Footnotes |
| Common StockF5,F1,F2,F4 | Jul 7, 2015 | C | 174,911 | — | A | 174,911 | I | See Footnotes |
| Common StockF6,F1,F2,F3 | Jul 7, 2015 | C | 273,212 | — | A | 273,212 | I | See Footnotes |
| Common StockF6,F1,F2,F4 | Jul 7, 2015 | C | 16,637 | — | A | 16,637 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF5,F1,F2,F3 | — | Jul 7, 2015 | C | 6,565,850 | D | — | — | Common Stock | 2,872,326 | 0 | I |
| Series D Preferred StockF5,F1,F2,F4 | — | Jul 7, 2015 | C | 399,828 | D | — | — | Common Stock | 174,911 | 0 | I |
| Series F Preferred StockF6,F1,F2,F3 | — | Jul 7, 2015 | C | 624,535 | D | — | — | Common Stock | 273,212 | 0 | I |
| Series F Preferred StockF6,F1,F2,F4 | — | Jul 7, 2015 | C | 38,030 | D | — | — | Common Stock | 16,637 | 0 | I |
Explanation of responses
- F1All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC is KPCB DGF Associates, LLC. John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker (collectively, the "Managing Members") are the managing members of KPCB DGF Associates, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC. [continued in next footnote]
- F2[continued from previous footnote] Each of entities and the Managing Members disclaims 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.
- F3The reported securities are held directly by KPCB Digital Growth Fund, LLC.
- F4The reported securities are held directly by KPCB DGF Founders Fund LLC.
- F5Each 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.
- F6Each 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.