Director Robbins Larry bought $1,683,373 worth of shares (1,676,869 units at $1.00) (SEC Form 4)
$BFLY
Medical Electronics
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/28/2024 | P | 952,277(1) | A | $0.9751 | 8,985,778 | I | See footnotes(4)(6) | ||
| Class A Common Stock | 08/28/2024 | P | 294,673(1) | A | $0.9937(2) | 9,280,451 | I | See footnotes(4)(6) | ||
| Class A Common Stock | 08/29/2024 | P | 429,919(1) | A | $1.0746(3) | 9,710,370 | I | See footnotes(4)(6) | ||
| Class A Common Stock | 4,546,687 | I | See footnotes(5)(6) | |||||||
| Class A Common Stock | 285,071(7) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. These shares of the Issuer's Common Stock, par value $0.0001 per share (the "Shares") were purchased by Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Healthcare Master Fund, L.P. (collectively, the "Glenview Investment Funds"). |
| 2. This price reflects the weighted average price for open-market purchases of Shares on August 28, 2024 within a $1.00 range. The actual prices for these transactions range from $0.952 to $1.00, inclusive. Mr. Robbins further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price. |
| 3. This price reflects the weighted average price for open-market purchases of Shares on August 29, 2024 within a $1.00 range. The actual prices for these transactions range from $1.01 to $1.10, inclusive. Mr. Robbins further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price. |
| 4. The Glenview Investment Funds are the record holders of these Shares. Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. Mr. Robbins shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares. |
| 5. Longview Investors LLC ("Longview"), or its affiliates, is the record holder of these securities. Mr. Robbins is the managing member of Longview. Mr. Robbins shares voting and dispositive power over the securities held by Longview and may be deemed to beneficially own such securities. |
| 6. Mr. Robbins disclaims beneficial ownership over any securities owned by Longview and the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. |
| 7. Includes 157,894 unvested restricted stock units ("RSUs"). Each RSU represents the right to receive one Share upon vesting. The RSUs vest in full on the date of the Issuer's 2025 Annual Stockholders Meeting, subject to Mr. Robbins' continued service on the Board of Directors on such date. |
| /s/ Larry Robbins | 08/30/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||