SEC Form 4: Larry Robbins bought $25,000,000 worth of Class A Common Stock (4,774,846 units at $5.24) and converted 10,275,000 units into Class A Common Stock
$LGVW
Business Services
Finance
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/12/2021 | C(1) | 10,275,000 | A | (1) | 10,275,000 | I | See footnote(2) | ||
| Class A Common Stock | 02/12/2021 | P | 2,274,846 | A | (3) | 12,549,846 | I | See footnote(3)(4) | ||
| Class A Common Stock | 02/12/2021 | P | 2,500,000 | A | $10 | 15,049,846 | I | See footnote(4)(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Class B Common Stock | (1) | 02/12/2021 | C(1) | 10,275,000 | (1) | (1) | Class A Common Stock | 10,275,000 | $0 | 0 | I | See footnote(2) | |||
| Warrants to purchase Class A Common Stock | $11.5 | 02/12/2021 | P(6) | 6,853,333 | (6) | (6) | Class A Common Stock | 6,853,333 | $1.5 | 6,853,333 | I | See footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. In connection with the completion of the Issuer's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated November 19, 2020, by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a wholly owned subsidiary of Longview ("Merger Sub"), and Butterfly Network, Inc. ("Butterfly"), the shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. As part of the Business Combination, Longview changed its name to Butterfly Network, Inc. (the "Issuer") on February 12, 2021. |
| 2. Longview Investors LLC (the "Sponsor"), or its affiliates, is the record holder of the securities reported herein. Mr. Robbins is the managing member of the Sponsor. Mr. Robbins shares voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own such securities. Mr. Robbins disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of any pecuniary interest he may have therein. |
| 3. Received upon the closing of the Business Combination (the "Closing") pursuant to the automatic conversion of the principal amount plus accrued but unpaid interest on certain convertible notes issued by Butterfly and assumed by the Issuer immediately prior to the Closing, held by Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, LTD., Glenview Capital Opportunity Fund, L.P. and Glenview Offshore Opportunity Master Fund, LTD. (the "Glenview Investment Funds"). The conversion was effected with shares of Class A Common Stock calculated by dividing the outstanding principal plus accrued but unpaid interest on each convertible note by $10.00, rounded down to the nearest whole number of shares. |
| 4. 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. Mr. Robbins disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. |
| 5. The Glenview Investment Funds purchased 2,500,000 shares of Class A Common Stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the Closing. 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. |
| 6. Pursuant to the Private Placement Warrant Purchase Agreement, effective as of May 20, 2020, by and between Longview and the Sponsor, the Sponsor purchased an aggregate of 6,853,333 warrants to purchase Class A ordinary shares, each warrant entitling the Sponsor, upon exercise, to purchase one share of Class A Common Stock (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning May 26, 2021 for one share of Class A Common Stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination. |
| Remarks: |
| As a result of the Closing, completed on February 12, 2021, the reporting persons have ceased to beneficially own more than 10% of the outstanding common stock of the Issuer and the Sponsor is no longer a reporting person. Mr. Robbins remains a director of the Issuer. |
| /s/ Larry Robbins | 02/16/2021 | |
| ** 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. | ||