Large owner Revelation Alpine, Llc converted options into 4,181,664 shares (SEC Form 4)
$OMDA
Medical/Nursing Services
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
Omada Health, Inc. [ OMDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 06/09/2025 | C | 469,222 | A | (1) | 492,886 | I | See footnotes(2)(6)(7) | ||
| Common Stock | 06/09/2025 | C | 456,184 | A | (1) | 802,849 | I | See footnotes(3)(6)(7) | ||
| Common Stock | 06/09/2025 | C | 2,439,265 | A | (1) | 3,095,306 | I | See footnotes(4)(6)(7) | ||
| Common Stock | 06/09/2025 | C | 816,993 | A | (1) | 816,993 | I | See footnotes(5)(6)(7) | ||
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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 | ||||||||
| Series C Preferred Stock | (1) | 06/09/2025 | C | 158,072 | (1) | (1) | Common Stock | 158,072 | (1) | 0 | I | See footnotes(2)(6)(7) | |||
| Series C-1 Preferred Stock | (1) | 06/09/2025 | C | 44,535 | (1) | (1) | Common Stock | 44,535 | (1) | 0 | I | See footnotes(2)(6)(7) | |||
| Series E Preferred Stock | (1) | 06/09/2025 | C | 266,615 | (1) | (1) | Common Stock | 266,615 | (1) | 0 | I | See footnotes(2)(6)(7) | |||
| Series E Preferred Stock | (1) | 06/09/2025 | C | 456,184 | (1) | (1) | Common Stock | 456,184 | (1) | 0 | I | See footnotes(3)(6)(7) | |||
| Series D Preferred Stock | (1) | 06/09/2025 | C | 2,161,265 | (1) | (1) | Common Stock | 2,161,265 | (1) | 0 | I | See footnotes(4)(6)(7) | |||
| Series E Preferred Stock | (1) | 06/09/2025 | C | 278,000 | (1) | (1) | Common Stock | 278,000 | (1) | 0 | I | See footnotes(4)(6)(7) | |||
| Series D Preferred Stock | (1) | 06/09/2025 | C | 816,993 | (1) | (1) | Common Stock | 816,993 | (1) | 0 | I | See footnotes(5)(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into approximately 0.33333 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted basis and have no expiration date. |
| 2. Shares held by Revelation Alpine, LLC. |
| 3. Shares held by Revelation Healthcare Fund II, L.P. |
| 4. Shares held by Revelation Healthcare Fund IV, L.P. |
| 5. Shares held by Revelation Alpine, L.P. |
| 6. Revelation Healthcare Fund II GP, LLC is the general partner of Revelation Healthcare Fund II GP, L.P., which is the general partner of Revelation Healthcare Fund II, L.P. Revelation Alpine GP, LLC is the general partner of Revelation Alpine, L.P. and the manager of Revelation Alpine, LLC. Revelation Healthcare Fund IV GP, LLC is the general partner of Revelation Healthcare Fund IV GP, L.P., which is the general partner of Revelation Healthcare Fund IV, L.P. Scott Halsted and Michael Boggs are the managing members of Revelation Healthcare Fund II GP, LLC, Revelation Alpine GP, LLC, and Revelation Healthcare Fund IV GP, LLC and in such capacity make investment and voting decisions on behalf of Revelation Alpine, LLC, Revelation Healthcare Fund II, L.P., Revelation Healthcare Fund IV, L.P. and Revelation Alpine, L.P. |
| 7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purpose. |
| Remarks: |
| Form 2 of 2: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Revelation Alpine, LLC. |
| REVELATION ALPINE, LLC, By: /s/ Michael Boggs, Managing Member of Manager | 06/09/2025 | |
| /s/ Michael Boggs | 06/09/2025 | |
| /s/ Scott S. Halsted | 06/09/2025 | |
| ** 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. | ||