Sec Form 13D Filing - GC Venture LH Manager LLC filing for Livongo Health Inc. (LVGO) - 2020-08-13

Schedule 13D/A

This Amendment No. 2 to Schedule 13D amends and supplements statements on Schedule 13D filed on August 8, 2019, as amended by Schedule 13D/A filed on May 26, 2020 (the “Schedule 13D”) with respect to the shares of common stock, $.001 par value (the “Common Stock”) of Livongo Health, Inc. (the “Issuer” or “Livongo”) having its principal executive office at 150 West Evelyn Avenue, Mountain View, California 94041. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment No. 2, the information contained in the Schedule 13D has not been updated or amended.

There are no amendments to Item 2 of the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On July 29, 2019, as a result of the initial public offering of the Issuer’s Common Stock, the Issuer’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and the holdings thereof by General Catalyst Group VI, L.P., ("GC VI"), General Catalyst Group VIII, L.P. ("GC VIII"), General Catalyst Group VIII Supplemental, L.P. ("GC VIII Supplemental") (GC VI, GC VIII and GC VIII Supplemental are collectively referred to herein as the "GC Funds") each automatically converted into shares of Common Stock on a one-for-one basis (the “Conversion”). On July 29, 2019, and immediately following the closing of the Issuer’s initial public offering, GC Venture LH, LLC (the “SPV”) purchased 2,678,571 shares of the Issuer’s Common Stock from an existing shareholder of the Issuer in a private transaction (the “SPV Shares”). As a result of the Conversion and purchase, the GC Funds and the SPV then held a total of 22,778,695 shares of the Issuer’s Common Stock.

The capital contributions of the members of the SPV was the source of the funds for the purchase of the SPV Shares.

On April 9, 2020, 7wire Investment Holdings, Ltd., a wholly owned subsidiary of General Catalyst Group VIII, L.P. (“7wire”) received 2,930 shares of the Issuer's Common Stock.

On May 11, 2020, GC VI sold 300,000 shares of the Issuer’s Common Stock in open market transactions at prevailing market prices for gross proceeds of $15,864,974.79.

On May 15, 2020, GC VI distributed, in-kind, without consideration, a total of 2,000,000 shares of the Issuer’s Common Stock to its general and limited partners and General Catalyst Partners VI, L.P. distributed 131,939 shares to its limited partners.

On June 24, 2020, 7wire received 3,907 shares of the Issuer’s Common Stock.

On July 29, 2020, the SPV distributed, without consideration, a total of 2,678,571 shares of the Issuer’s Common Stock to its members. As part of the distribution, GC Venture LH Manager, LLC (the “SPV Manager”) received 653,918 shares of the Issuer’s Common Stock.

Following the transactions described above the GC Funds, 7Wire and the SPV Manager held a total of 18,460,879 shares of the Issuer’s Common Stock (the “GC Shares”).

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Agreement and Plan of Merger

On August 5, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Teladoc Health, Inc. (“Teladoc”), a Delaware corporation and Tempranillo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Teladoc (“Merger Subsidiary”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Subsidiary will merge with and into Livongo (the “Merger”), with Livongo surviving as a wholly owned subsidiary of Teladoc. The Merger Agreement was unanimously approved by the Board of Directors of each of Teladoc and Livongo.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by any shareholder who properly demands and perfects his, her or its appraisal rights with respect to such shares and treasury shares held by Livongo), will be converted into the right to (i) receive 0.5920 of a share of common stock, par value $0.001 per share, of Teladoc (“Teladoc Common Stock”) (the “Stock Consideration”) and (ii) $4.24 in cash, without any interest thereon (together with the Stock Consideration, the “Merger Consideration”).

In addition, prior to the Effective Time, Livongo will declare a special cash dividend equal to $7.09 per share of Common Stock to shareholders of Livongo as of a record date immediately prior to the Effective Time.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.

Voting Agreement

Concurrently with the execution and delivery of the Merger Agreement, Teladoc entered into a voting agreement (the “Voting Agreement”) with General Catalyst Group VI, L.P., General Catalyst Group VIII, L.P., General Catalyst Group VIII Supplemental, L.P. and GC Venture LH Manager, LLC (collectively, “General Catalyst”), Kinnevik Internet Lux S.a.r.l., 7Wire Ventures LLC, Glen Tullman and Lee Shapiro (collectively, together with General Catalyst, the “Specified Livongo Shareholders”). Subject to certain exceptions, the Voting Agreement requires that the Specified Livongo Shareholders vote all issued and outstanding shares of Common Stock currently held or thereafter acquired by such Specified Livongo Shareholders in favor of the approval and adoption of the Merger Agreement and against any proposal by third parties to acquire Livongo and the shares of Common Stock held by General Catalyst are treated as being held by a single stockholder for certain purposes.

Under the Voting Agreement, each General Catalyst entity agreed not to transfer 75% of the shares of Common Stock held by General Catalyst collectively (including shares held by 7Wire), subject to certain exceptions, and not to take certain other actions that would impair the ability of the Specified Livongo Shareholders to fulfill their respective obligations under the Voting Agreement. The Voting Agreement also contains non-solicitation covenants with respect to alternative transactions generally similar to those contained in the Merger Agreement with respect to Livongo.

The Voting Agreement will terminate upon the earliest of: (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; (iii) the date on which any amendment to the Merger Agreement is effected, or any waiver of Livongo’s rights under the Merger Agreement is granted, in each case, without the Specified Livongo Shareholders’ prior written consent, that (A) diminishes the Merger Consideration to be received by the shareholders of Livongo, (B) changes the forms of Merger Consideration payable to the shareholders of Livongo, (C) extends the date on which the Merger Agreement may be terminated beyond May 5, 2021 or imposes any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Merger or (D) affects any of the material terms of certain specified provisions of the Merger Agreement in a manner that is materially adverse to any of the Specified Livongo Shareholders; (iv) the date on which the Board of Directors of Teladoc changes its recommendation that Teladoc shareholders vote in favor of the approval of the an amendment to Teladoc’s certificate of incorporation to increase the number of authorized shares of Teladoc Common Stock and the issuance of Teladoc Common Stock in the transaction; and (v) the date on which the Board of Directors of Livongo changes its recommendation that Livongo shareholders vote in favor of the approval and adoption of the Merger Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference.

Item 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

Each Reporting Person disclaims beneficial ownership of the GC Shares except for the shares, if any, such Reporting Person holds of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 97,817,000 shares of Common Stock reported to be outstanding by the Issuer on the Form 10-Q filed with the Securities and Exchange Commission May 7, 2020.

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirely in this Item 6.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 13^th day of August, 2020.

General catalyst group vI, L.P.

its General Partner

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP VIII, L.P.

its General Partner

its General Partner

Christopher McCain

C hief Legal Officer

GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.

its General Partner

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST PARTNERS VI, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST PARTNERS VIII, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GC VENTURE LH MANAGER, LLC

its Manager

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GP VI, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GP VIII, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC

Christopher McCain

Chief Legal Officer

                      *                           

Kenneth I. Chenault

                      *                           

Joel E. Cutler

David P. Fialkow

Hemant Taneja

* By: /s/ Christopher McCain                              

 Christopher McCain as Attorney-in-Fact

* This Schedule 13D was executed by Christopher McCain on behalf of the Managing Directors pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.

EXHIBIT 3

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Livongo Health, Inc.

EXECUTED this 13^th day of August, 2020.

General catalyst group vI, L.P.

its General Partner

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP VIII, L.P.

its General Partner

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.

its General Partner

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST PARTNERS VI, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST PARTNERS VIII, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GC VENTURE LH MANAGER, LLC

its Manager

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GP VI, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GP VIII, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT, LLC

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.

its General Partner

Christopher McCain

Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC

Christopher McCain

Chief Legal Officer

                      *                           

Kenneth I. Chenault

                      *                           

Joel E. Cutler

David P. Fialkow

Hemant Taneja

* By: /s/ Christopher McCain                              

 Christopher McCain as Attorney-in-Fact