SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Green Philip D

(Last)

(First)

(Middle)

C/O LIVONGO HEALTH, INC.

150 WEST EVELYN AVENUE, SUITE 150

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,000⁽¹⁾	I	See footnote⁽²⁾
Common Stock	25,000⁽¹⁾	I	See footnote⁽³⁾
Common Stock	25,000⁽¹⁾	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁵⁾	11/15/2026	Common Stock	16,666	$1.38	I	See footnote⁽²⁾
Stock Option (right to buy)	⁽⁵⁾	11/15/2026	Common Stock	16,666	$1.38	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽⁵⁾	11/15/2026	Common Stock	16,667	$1.38	I	See footnote⁽⁴⁾
Stock Option (right to buy)	⁽⁶⁾	12/03/2027	Common Stock	16,666	$1.88	I	See footnote⁽²⁾
Stock Option (right to buy)	⁽⁶⁾	12/03/2027	Common Stock	16,666	$1.88	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽⁶⁾	12/03/2027	Common Stock	16,667	$1.88	I	See footnote⁽⁴⁾

Explanation of Responses:

1. The reported shares are represented by restricted stock units, or RSUs, pursuant to which one half of the RSUs vest on May 25, 2020 and the remaining RSUs vest in four equal quarterly installments beginning on August 25, 2020.

2. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Joshua D. Green for which the reporting person's spouse serves as trustee.

3. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Justin J. Green for which the reporting person's spouse serves as trustee.

4. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Alexandra E. Green for which the reporting person's spouse serves as trustee.

5. One-fourth of the shares subject to the option vested on September 6, 2017 and 1/48 of the shares vest monthly thereafter.

6. One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Erica Palsis, by power of attorney	07/24/2019
	** 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 5 (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.