Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Butterfly Network, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
Class B common stock, par value $0.0001 per share
(Title of Class of Securities)
Class A common stock: 124155102
Class B common stock: Not Applicable
(CUSIP Number)
Jonathan M. Rothberg, Ph.D.
c/o Butterfly Network, Inc.
530 Old Whitfield Street
Guilford, Connecticut 06437
(203) 689-5650
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Michael L. Fantozzi, Esq.
John P. Condon, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
September 14, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 1 of 10 |
| 1 | NAMES
OF REPORTING PERSON Jonathan M. Rothberg, Ph.D. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF1 |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 9,752,602 shares of Class A common stock and 26,426,937 shares of Class B common stock1 |
| 8 | SHARED VOTING POWER 726,696 shares of Class A common stock2 | |
| 9 | SOLE DISPOSITIVE POWER 9,752,602 shares of Class A common stock and 26,426,937 shares of Class B common stock1 | |
| 10 | SHARED DISPOSITIVE POWER 726,696 shares of Class A common stock2 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,479,298 shares of Class A common stock and 26,426,937 shares of Class B common stock1,2 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.05% of the Class A common stock and 100% of the Class B common stock3 |
| 14 | TYPE OF REPORTING PERSON IN |
1 Consists of (i) 2,259,554 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the “Issuer”) held by the Jonathan M. Rothberg, Ph.D., (ii) restricted stock units (“RSUs”) for 316,581 shares of Class A common stock of the Issuer, of which RSUs for 129,787 shares vest within 60 days of September 14, 2022, held by Dr. Jonathan M. Rothberg, (iii) stock options to purchase 21,645 shares of Class A common stock of the Issuer which are exercisable within 60 days of September 14, 2022, held by Dr. Jonathan M. Rothberg, (iv) 6,202,545 shares of Class A common stock of the Issuer distributed from 2012 JMR Trust Common, LLC and held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children, (v) 952,277 shares of Class A common stock of the Issuer held by 1997 JMR Trust Common, LLC, and (vi) 26,426,937 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC.
2 Consists of 726,696 shares of Class A common stock of the Issuer held by Dr. Rothberg’s spouse.
3 Calculated based on 173,115,829 shares of Class A common stock of the Issuer and 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 2 of 10 |
| 1 | NAMES OF REPORTING PERSON 1997 JMR Trust Common, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 952,277 shares of Class A common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 952,277 shares of Class A common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 952,277 shares of Class A common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% of the Class A common stock4 |
| 14 | TYPE OF REPORTING PERSON OO |
4 Calculated based on 173,115,829 shares of Class A common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 3 of 10 |
| 1 | NAMES OF REPORTING PERSON 4C Holdings I, LLC |
| 2 | CHECK THE APPROPRIATE B
OX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 9,716,596 shares of Class B common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 9,716,596 shares of Class B common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,716,596 shares of Class B common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.8% of the Class B common stock5 |
| 14 | TYPE OF REPORTING PERSON OO |
5 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 4 of 10 |
| 1 | NAMES OF REPORTING PERSON 4C Holdings II, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 2,621,701 shares of Class B common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 2,621,701 shares of Class B common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,621,701 shares of Class B common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% of the Class B common stock6 |
| 14 | TYPE OF REPORTING PERSON OO |
6 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 5 of 10 |
| 1 | NAMES OF REPORTING PERSON 4C Holdings III, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 2,621,701 shares of Class B common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 2,621,701 shares of Class B common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,621,701 shares of Class B common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% of the Class B common stock7 |
| 14 | TYPE OF REPORTING PERSON OO |
7 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 6 of 10 |
| 1 | NAMES OF REPORTING PERSON 4C Holdings IV, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 2,621,701 shares of Class B common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 2,621,701 shares of Class B common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,621,701 shares of Class B common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% of the Class B common stock8 |
| 14 | TYPE OF REPORTING PERSON OO |
8 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 7 of 10 |
| 1 | NAMES OF REPORTING PERSON 4C Holdings V, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER |
| 8 | SHARED VOTING POWER 8,845,238 shares of Class B common stock | |
| 9 | SOLE
DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 8,845,238 shares of Class B common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,845,238 shares of Class B common stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5% of the Class B common stock9 |
| 14 | TYPE OF REPORTING PERSON OO |
9 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 8 of 10 |
Explanatory Note
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed on February 22, 2021, as amended by Amendment No. 1 filed on March 26, 2021 and Amendment No. 2 filed on March 28, 2022 (as amended, the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.), a Delaware corporation (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
| Item 1. | Security and Issuer. |
There are no changes to the Item 1 information previously filed.
| Item 2. | Identity and Background. |
Item 2 sections (a), (c) and (f) are hereby amended and restated in their entirety below:
(a) This Statement is being filed on behalf of (i) Jonathan M. Rothberg, Ph.D., (ii) 1997 JMR Trust Common, LLC, (iii) 4C Holdings I, LLC, (iv) 4C Holdings II, LLC, (v) 4C Holdings III, LLC, (vi) 4C Holdings IV, LLC, and (vii) 4C Holdings V, LLC (together, the “Reporting Persons”). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(c) Dr. Jonathan Rothberg is the founder of Legacy Butterfly (defined below) and Chairman of the Issuer. He is the sole manager of the limited liability company distributees of 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC.
(f) Dr. Jonathan Rothberg is a citizen of the United States of America. Each of 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC is a limited liability company organized under the laws of Delaware.
| Item 3. | Source and Amount of Funds or Other Consideration. |
There are no changes to the Item 3 information previously filed.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
In connection with estate planning, entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children have entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”), a copy of which is attached hereto as Exhibit 3. Pursuant to the Plan, sales of up to 6,202,545 shares of Class A common stock may be effected between October 27, 2022 and August 11, 2023 in accordance with the terms and conditions of the Plan. The sale of shares of Class A common stock under the Plan is subject to minimum price parameters included in the Plan, and there is no assurance that any shares of Class A common stock will be sold under the Plan.
| Item 5. | Interest in Securities of the Issuer. |
There are no changes to the Item 5 information previously filed.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
There are no changes to the Item 6 information previously filed.
| SCHEDULE 13D | ||
| CUSIP NO. 124155102 | 13D | Page 9 of 10 |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
| Exhibit No. |
Description | |
| 3. | Rule 10b5-1 Trading Plan |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
| Dated: September 16, 2022 | /s/ Jonathan M. Rothberg | |
| Jonathan M. Rothberg, Ph.D. | ||
| 1997 JMR Trust Common, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||
| 4C Holdings I, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||
| 4C Holdings II, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||
| 4C Holdings III, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||
| 4C Holdings IV, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||
| 4C Holdings V, LLC | ||
| By: | /s/ Jonathan M. Rothberg | |
| Name: Jonathan M. Rothberg, Ph.D. | ||
| Title: Manager | ||