Sec Form 13G Filing - Khosla Ventures IV L.P. filing for Guardant Health Inc. (GH) - 2020-01-31

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Khosla Ventures IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,900,027 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,900,027 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,900,027 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.0% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by Khosla Ventures IV, L.P. (“KV IV”), Khosla Ventures IV (CF), L.P. (“KV IV (CF)”), Khosla Ventures Associates IV, LLC (“KVA IV”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with KV IV, KV IV (CF), KVA IV and VK Services, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV IV. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV. As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV IV, and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 93,905,925 shares of Common Stock outstanding as of October 31, 2019 as set forth in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 7, 2019 (the “Quarterly Report”).

  NAMES OF REPORTING PERSONS

  Khosla Ventures IV (CF), L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  121,471 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  121,471 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  121,471 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  * (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV IV (CF). Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV (CF). As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV IV (CF), and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 93,905,925 shares of Common Stock outstanding as of October 31, 2019 as set forth in the Quarterly Report.

Beneficial ownership representing less than 1%.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Associates IV, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,021,498 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,021,498 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,021,498 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVA IV are comprised of Common Stock held by KV IV and KV IV (CF). Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, each of VK Services and Khosla possesses power to direct the voting and disposition of the shares beneficially owned by KVA IV, and each of VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. KVA IV holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 93,905,925 shares of Common Stock outstanding as of October 31, 2019 as set forth in the Quarterly Report.

  NAMES OF REPORTING PERSONS

  VK Services, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,672,906 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,672,906 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,672,906 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.8% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares beneficially owned by VK Services are comprised of (i) 651,408 shares of Common Stock held by VK Services and (ii) 2,021,498 shares of Common Stock held by KV IV and KV IV (CF). Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, Khosla possesses power to direct the voting and disposition of the shares beneficially owned by VK Services, and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 93,905,925 shares of Common Stock outstanding as of October 31, 2019 as set forth in the Quarterly Report.

  NAMES OF REPORTING PERSONS

  Vinod Khosla

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,958,400 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,958,400 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,958,400 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares beneficially owned by Khosla are comprised of (i) 2,021,498 shares of Common Stock held by KV IV and KV IV (CF), (ii) 651,408 shares of Common Stock held by VK Services and (iii) 285,494 shares of Common Stock held by another investment entity over which Khosla possesses power to direct the voting and disposition of the shares. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). Khosla possesses power to direct the voting and disposition of the shares beneficially owned by KV IV, KV IV (CF), and another investment entity. Khosla holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 93,905,925 shares of Common Stock outstanding as of October 31, 2019 as set forth in the Quarterly Report.

Name of Issuer:

Address of Issuer’s Principal Executive Officers:

Name of Person(s) Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such persons have:

Percentage
of Class

(1, 3)

KV IV (2)

KV IV (CF) (2)

KVA IV (2)

VK Services (2)

Khosla (2)

Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the Securities owned by KV IV and KV IV (CF), and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such Securities. Khosla is the managing member of VK Services and, as such, Khosla possess power to direct the voting and disposition of the Securities owned by VK Services, and Khosla may be deemed to have indirect beneficial ownership of such Securities. Khosla possesses power to direct the voting and disposition of 285,494 shares of Common Stock owned by another investment entity and, as such, Khosla may be deemed to have indirect beneficial ownership of such Securities. KVA IV and Khosla hold no Securities of the Issuer directly.

The percentages set forth above assume calculated based on 93,905,925 shares of Common Stock as of October 31, 2019 as set forth in the Issuer’s Quarterly Report.

Beneficial ownership representing less than 1%.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification:

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla