| Item 1. | |
| (a) | Name of issuer:
Omada Health, Inc. |
| (b) | Address of issuer's principal executive offices:
500 Sansome Street, Suite 200 San Francisco, CA, 94111 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Revelation Alpine, LLC ("Alpine LLC"), (ii) Revelation Alpine, L.P. ("Alpine LP"), (iii) Revelation Alpine GP, LLC ("Alpine GP"), (iv) Revelation Healthcare Fund II, L.P. ("Fund II"), (v) Revelation Healthcare Fund II GP, L.P. ("Fund II GP"), (vi) Revelation Healthcare Fund II GP, LLC ("Fund II GP LLC"), (vii) Revelation Healthcare Fund IV, L.P. ("Fund IV"), (viii) Revelation Healthcare Fund IV GP, L.P. ("Fund IV GP"), (ix) Revelation Healthcare Fund IV GP, LLC ("Fund IV GP LLC"), (x) Michael Boggs and (xi) Scott Halsted. The foregoing are sometimes referred to collectively as the "Reporting Persons". |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is 300 Turney Street, 2nd Floor, Sausalito, CA 94965. |
| (c) | Citizenship:
Each of Alpine LLC, Alpine LP, Alpine GP, Fund II, Fund II GP, Fund II GP LLC, Fund IV, Fund IV GP and Fund IV GP LLC is incorporated under the laws of Delaware. Messrs. Boggs and Halsted are citizens of the United States. |
| (d) | Title of class of securities:
Common stock, $0.001 par value per share |
| (e) | CUSIP No.:
68170A108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Alpine LLC directly owns 492,886 shares of the Issuer's Common Stock, Alpine LP directly owns 816,993 shares of the Issuer's Common Stock, Fund II directly owns 802,849 shares of the Issuer's Common Stock and Fund IV directly owns 3,095,306 shares of the Issuer's Common Stock. Alpine GP, as the manager of Alpine LLC and general partner of Alpine LP, may be deemed to beneficially own the shares of Common Stock held by Alpine LLC and Alpine LP. Each of Fund II GP, as the general partner of Fund II, and Fund II GP LLC, as the general partner of Fund II GP, may be deemed to be beneficially own the shares of Common Stock held by Fund II. Each of Fund IV GP, as the general partner of Fund IV, and Fund IV GP LLC, as the general partner of Fund IV GP, may be deemed to beneficially own the shares of Common Stock held by Fund IV. Messrs. Boggs and Halsted are the managing members of Alpine GP, Fund II GP LLC and Fund IV GP LLC and in such capacity make investment and voting decisions on behalf of Alpine LLC, Alpine LP, Fund II and Fund IV. |
| (b) | Percent of class:
Alpine LLC: 0.9%
Alpine LP: 1.4%
Alpine GP: 2.3%
Fund II: 1.4%
Fund II GP: 1.4%
Fund II GP LLC: 1.4%
Fund IV: 5.4%
Fund IV GP: 5.4%
Fund IV GP LLC: 5.4%
Michael Boggs: 9.1%
Scott Halsted: 9.1%
The foregoing percentages were based upon 56,929,340 shares of the Common Stock outstanding as disclosed in the Issuer's Form 424(b)(4) prospectus filed on June 9, 2025, after giving effect to the underwriters' exercise in full of their option to purchase additional shares. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Alpine LLC: 492,886 shares of Common Stock
Alpine LP: 816,993 shares of Common Stock
Alpine GP: 1,309,879 shares of Common Stock
Fund II: 802,849 shares of Common Stock
Fund II GP: 802,849 shares of Common Stock
Fund II GP LLC: 802,849 shares of Common Stock
Fund IV: 3,095,306 shares of Common Stock
Fund IV GP: 3,095,306 shares of Common Stock
Fund IV GP LLC: 3,095,306 shares of Common Stock
Michael Boggs: 5,208,034 shares of Common Stock
Scott Halsted: 5,208,034 shares of Common Stock
|
| | (ii) Shared power to vote or to direct the vote:
N/A
|
| | (iii) Sole power to dispose or to direct the disposition of:
Alpine LLC: 492,886 shares of Common Stock
Alpine LP: 816,993 shares of Common Stock
Alpine GP: 1,309,879 shares of Common Stock
Fund II: 802,849 shares of Common Stock
Fund II GP: 802,849 shares of Common Stock
Fund II GP LLC: 802,849 shares of Common Stock
Fund IV: 3,095,306 shares of Common Stock
Fund IV GP: 3,095,306 shares of Common Stock
Fund IV GP LLC: 3,095,306 shares of Common Stock
Michael Boggs: 5,208,034 shares of Common Stock
Scott Halsted: 5,208,034 shares of Common Stock
|
| | (iv) Shared power to dispose or to direct the disposition of:
N/A
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)