Sec Form 13G Filing - 7WIRE VENTURES FUND L.P. filing for Livongo Health Inc. (LVGO) - 2020-02-14

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.

NAME OF REPORTING PERSON:

7Wire Ventures LLC—Series EosHealth

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

46-3424640

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

3,373,987

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,373,987

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,373,987

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

3.6%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

7Wire Ventures LLC—Series Livongo C

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

81-2035982

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

285,131

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

285,131

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

285,131

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

0.3%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

7Wire Ventures LLC—Series Livongo D

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

81-5458952

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

361,718

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

361,718

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

361,718

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

0.4%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

7Wire Ventures LLC—Series Livongo E

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

82-5090469

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

400,528

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

400,528

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

400,528

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

0.4%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

7Wire Ventures Fund, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

38-3990799

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,159,901

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,159,901

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,159,901

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

1.2%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

7Wire Management, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

81-1341302

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

&# xA0;   

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,159,901⁽¹⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,159,901⁽¹⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,159,901⁽¹⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

1.2%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

The shares are held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager.

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

Glen Tullman

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,356,399⁽¹⁾

SHARED VOTING POWER

5,581,265⁽¹⁾

SOLE DISPOSITIVE POWER

4,356,399⁽¹⁾

SHARED DISPOSITIVE POWER

5,581,265⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,937,664

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

10.1%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Consists of (i) 799,163 shares held of record by Mr. Tullman; (ii) 3,557,236 options exercisable within 60 days of December 31, 2019; (iii) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (iv) 285,131 shares held of record by 7Wire Ventures LLC—Series Livongo C; (v) 361,718 shares held of record by 7Wire Ventures LLC—Series Livongo D; (vi) 400,528 shares held of record by 7Wire Ventures LLC—Series Livongo E, collectively, the 7Wire Series; and (vii) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Tullman shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

Lee Shapiro

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,127,202⁽¹⁾

SHARED VOTING POWER

5,581,265⁽¹⁾

SOLE DISPOSITIVE POWER

1,127,202⁽¹⁾

SHARED DISPOSITIVE POWER

5,581,265⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

6,708,467⁽¹⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

7.1%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Consists of (i) 841,314 shares held of record by Mr. Shapiro; (ii) 285,888 shares issuable upon vesting of restricted stock units within 60 days of December 31, 2019; (iii) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (iv) 285,131 shares held of record by 7Wire Ventures LLC—Series Livongo C; (v) 361,718 shares held of record by 7Wire Ventures LLC—Series Livongo D; (vi) 400,528 shares held of record by 7Wire Ventures LLC—Series Livongo E, collectively, the 7Wire Series; and (vii) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Shapiro shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

NAME OF REPORTING PERSON:

Robert Garber

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

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

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

5,581,265⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

5,581,265⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5,581,265⁽¹⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

5.9%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Consists of (i) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (ii) 285,131 shares held of record by 7Wire Ventures LLC—Series Livongo C; (iii) 361,718 shares held of record by 7Wire Ventures LLC—Series Livongo D; (iv) 400,528 shares held of record by 7Wire Ventures LLC—Series Livongo E, collectively, the 7Wire Series; and (v) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Garber shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

Based on approximately 94,482,000 shares of the Issuer’s common stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.