| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
Teladoc Health, Inc. [ TDOC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (1) | 05/31/2032 | Common Stock | 47,025 | $32.62 | D | |
| Restricted Stock Units | (2) | (2) | Common Stock | 2,246 | (3) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 18,602 | (3) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 54,675 | (3) | D | |
| Performance Stock Units | (6) | (6) | Common Stock | 6,341 | (7) | D | |
| Explanation of Responses: |
| 1. The option vested as to one-third of the shares on June 1, 2023. The remainder of the shares vest in 24 substantially equal monthly installments thereafter. |
| 2. On March 1, 2022, the reporting person was granted 13,475 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| 3. Each restricted stock unit represents a contingent right to receive one share of TDOC common stock. |
| 4. On March 3, 2023, the reporting person was granted 37,202 restricted stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| 5. On March 19, 2024, the reporting person was granted 54,675 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments beginning on June 1, 2025. |
| 6. On March 1, 2024, the reporting person earned 12,679 performance stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| 7. Performance stock units convert to shares of TDOC common stock on a one-for-one basis. |
| Remarks: |
| Exhibit 24 -- Power of Attorney |
| /s/ Adam C. Vandervoort, Attorney-in-Fact | 09/27/2024 | |
| ** 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 5 (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. | ||