SEC FORM 4

Please wait

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

C/O OMADA HEALTH, INC.

500 SANSOME STREET, SUITE 200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Omada Health, Inc. [ OMDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2025		A		9,736⁽¹⁾	A	$0	9,736	D
Common Stock	06/09/2025		C		4,539,436	A	⁽²⁾	4,571,769	I	See footnotes⁽³⁾⁽⁵⁾
Common Stock	06/09/2025		C		145,223	A	⁽²⁾	146,257	I	See footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	06/09/2025		C			1,813,927	⁽²⁾	⁽²⁾	Common Stock	1,813,927	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽²⁾	06/09/2025		C			1,775,025	⁽²⁾	⁽²⁾	Common Stock	1,775,025	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽²⁾	06/09/2025		C			357,402	⁽²⁾	⁽²⁾	Common Stock	357,402	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	06/09/2025		C			258,931	⁽²⁾	⁽²⁾	Common Stock	258,931	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽²⁾	06/09/2025		C			334,151	⁽²⁾	⁽²⁾	Common Stock	334,151	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series A Preferred Stock	⁽²⁾	06/09/2025		C			58,030	⁽²⁾	⁽²⁾	Common Stock	58,030	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽²⁾	06/09/2025		C			56,786	⁽²⁾	⁽²⁾	Common Stock	56,786	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽²⁾	06/09/2025		C			11,434	⁽²⁾	⁽²⁾	Common Stock	11,434	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	06/09/2025		C			8,283	⁽²⁾	⁽²⁾	Common Stock	8,283	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽²⁾	06/09/2025		C			10,690	⁽²⁾	⁽²⁾	Common Stock	10,690	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 100% of the RSUs will fully vest on the first anniversary of June 5, 2025.

2. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock automatically converted into approximately 0.33333 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted basis and have no expiration date.

3. Shares held by U.S. Venture Partners X, L.P.

4. Shares held by USVP X Affiliates, L.P.

5. Presidio Management Group X, L.L.C. ("PMG X"), the general partner of U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. (together, the "USVP X Funds"), has sole voting and dispositive power with respect to the shares held by the USVP X Funds. The Reporting Person is a managing member of PMG X, and may be deemed to share voting and dispositive power over the shares held by the USVP X Funds. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

	/s/ Nathan Salha, as Attorney-in-Fact for Jonathan D. Root	06/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.