SEC Form 4 · accession 0001628280-18-012482
Guardant Health, Inc. · GH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vinod Khosla
10% Owner
VK Services, LLC
10% Owner
Khosla Ventures Associates IV, LLC
10% Owner
Khosla Ventures IV (CF), L.P.
10% Owner
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 4:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001576280
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1,F2 | Oct 9, 2018 | C | 281,020 | — | A | 281,020 | I | Khosla Ventures IV (CF), L.P. |
| COMMON STOCKF1,F3 | Oct 9, 2018 | C | 4,395,627 | — | A | 4,395,627 | I | Khosla Ventures IV, L.P |
| COMMON STOCKF1,F2 | Oct 9, 2018 | C | 84,306 | — | A | 84,306 | I | Khosla Ventures IV (CF), L.P. |
| COMMON STOCKF1,F3 | Oct 9, 2018 | C | 1,318,688 | — | A | 1,318,688 | I | Khosla Ventures IV, L.P |
| COMMON STOCKF1,F2 | Oct 9, 2018 | C | 61,111 | — | A | 61,111 | I | Khosla Ventures IV (CF), L.P. |
| COMMON STOCKF1,F3 | Oct 9, 2018 | C | 955,882 | — | A | 955,882 | I | Khosla Ventures IV, L.P |
| COMMON STOCKF1,F2 | Oct 9, 2018 | C | 2,695 | — | A | 2,695 | I | Khosla Ventures IV (CF), L.P. |
| COMMON STOCKF1,F3 | Oct 9, 2018 | C | 42,169 | — | A | 42,169 | I | Khosla Ventures IV, L.P |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES B PREFERRED STOCKF1,F2 | — | Oct 9, 2018 | C | 281,020 | D | — | — | COMMON STOCK | 281,020 | 0 | I |
| SERIES B PREFERRED STOCKF1,F3 | — | Oct 9, 2018 | C | 4,395,627 | D | — | — | COMMON STOCK | 4,395,627 | 0 | I |
| SERIES C PREFERRED STOCKF1,F2 | — | Oct 9, 2018 | C | 84,306 | D | — | — | COMMON STOCK | 84,306 | 0 | I |
| SERIES C PREFERRED STOCKF1,F3 | — | Oct 9, 2018 | C | 1,316,688 | D | — | — | COMMON STOCK | 1,316,688 | 0 | I |
| SERIES D PREFERRED STOCKF1,F2 | — | Oct 9, 2018 | C | 61,111 | D | — | — | COMMON STOCK | 61,111 | 0 | I |
| SERIES D PREFERRED STOCKF1,F3 | — | Oct 9, 2018 | C | 955,882 | D | — | — | COMMON STOCK | 955,882 | 0 | I |
| SERIES E PREFERRED STOCKF1,F2 | — | Oct 9, 2018 | C | 2,695 | D | — | — | COMMON STOCK | 2,695 | 0 | I |
| SERIES E PREFERRED STOCKF1,F3 | — | Oct 9, 2018 | C | 42,169 | D | — | — | COMMON STOCK | 42,169 | 0 | I |
Explanation of responses
- F1The shares of Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Amended and Restated Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.
- F2Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.