SEC Form 4/A · accession 0001628280-18-012499
Guardant Health, Inc. · GH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1,F2,F3 | Oct 9, 2018 | C | 13,264 | — | A | 29,162 | I | By Sandscape, LLC |
| COMMON STOCKF1,F4 | Oct 9, 2018 | C | 5,564,701 | — | A | 5,564,701 | I | By Sequoia Capital USV XIV Holdco, Ltd. |
| COMMON STOCKF1,F4 | Oct 9, 2018 | C | 1,402,994 | — | A | 1,402,994 | I | By Sequoia Capital USV XIV Holdco, Ltd. |
| COMMON STOCKF1,F4 | Oct 9, 2018 | C | 233,832 | — | A | 233,832 | I | By Sequoia Capital USV XIV Holdco, Ltd. |
| COMMON STOCKF1,F4 | Oct 9, 2018 | C | 508,497 | — | A | 508,497 | I | By Sequoia Capital USV XIV Holdco, Ltd. |
| COMMON STOCKF1,F4 | Oct 9, 2018 | C | 44,866 | — | A | 44,866 | I | By Sequoia Capital USV XIV Holdco, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES A PREFERRED STOCKF1,F3 | — | Oct 9, 2018 | C | 13,264 | D | — | — | COMMON STOCK | 13,264 | 0 | I |
| SERIES A PREFERRED STOCKF1,F4 | — | Oct 9, 2018 | C | 5,564,701 | D | — | — | COMMON STOCK | 5,564,701 | 0 | I |
| SERIES B PREFERRED STOCKF1,F4 | — | Oct 9, 2018 | C | 1,402,994 | D | — | — | COMMON STOCK | 1,402,994 | 0 | I |
| SERIES C PREFERRED STOCKF1,F4 | — | Oct 9, 2018 | C | 233,832 | D | — | — | COMMON STOCK | 233,832 | 0 | I |
| SERIES D PREFERRED STOCKF1,F4 | — | Oct 9, 2018 | C | 508,497 | D | — | — | COMMON STOCK | 508,497 | 0 | I |
| SERIES E PREFERRED STOCKF1,F4 | — | Oct 9, 2018 | C | 44,866 | D | — | — | COMMON STOCK | 44,866 | 0 | I |
Explanation of responses
- F1The shares of Preferred Stock automatically converted into shares of the Issuer's Common Stock 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 Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.
- F2This Form 4 is being amended to reflect the correct total number of shares of the Issuer's Common Stock held by Sandscape, LLC following the transactions reported herein.
- F3The shares are directly held by Sandscape, LLC. SC US (TTGP), Ltd. is the general partner of SC US Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., which is the managing member of Sequoia Capital Scout Fund II, L.L.C., which is the managing member of Sandscape, LLC. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by Sandscape, LLC. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest 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.
- F4The shares are directly held by Sequoia Capital USV XIV Holdco, Ltd., or SC USV XIV Holdco. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the SC USV XIV Funds. The SC USV XIV Funds together own 100% of the outstanding ordinary shares of SC USV XIV Holdco. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SC USV XIV Holdco. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest 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.
Remarks
Exhibit 24.1 Power of Attorney for Roelof F. Botha */s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C. ** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C., the managing member of Sandscape, LLC *** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P. **** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Fund XIV, L.P. *****/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV, L.P. ****** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. *******/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., the 100% owners of Sequoia Capital USV XIV Holdco, Ltd.