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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cue Health Inc. [ HLTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/28/2021 | ||||||||||||||||||||||||||
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 | 09/28/2021 | C | 6,721,714 | A | (1)(2)(3) | 12,377,254 | I | See Footnote(4) |
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 A Preferred Stock | (1) | 09/28/2021 | C | 1,090,180 | (1) | (1) | Common Stock | 1,090,180 | (1) | 0 | I | See Footnote(5) | |||
Series B Preferred Stock | (2) | 09/28/2021 | C | 5,358,452 | (2) | (2) | Common Stock | 5,358,452 | (2) | 0 | I | See Footnote(6) | |||
Series C-1 Preferred Stock | (3) | 09/28/2021 | C | 273,082 | (3) | (3) | Common Stock | 273,082 | (3) | 0 | I | See Footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On September 28, 2021, the Series A Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
2. On September 28, 2021, the Series B Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
3. On September 28, 2021, the Series C-1 Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
4. Includes 6,745,720 shares held directly by Cove Investors I, LLC ("Cove I") and 5,631,534 shares held directly by Cove Investors II, LLC ("Cove II"). Kelly Day is the member of Cove I and Cove II with authority to direct the voting interests of Cove I and Cove II with respect to shares held by Cove I and Cove II, respectively, and as a result may be deemed to have beneficial ownership of such shares. |
5. The shares are held directly by Cove I. Kelly Day is the member of Cove I with authority to direct the voting interests of Cove I with respect to shares held by Cove I, and as a result may be deemed to have beneficial ownership of such shares. |
6. The shares are held directly by Cove II. Kelly Day is the member of Cove II with authority to direct the voting interests of Cove II with respect to shares held by Cove II, and as a result may be deemed to have beneficial ownership of such shares. |
Cove Investors I, LLC, By: /s/ Peter Carlton, President of Oakmont Corporation, the Administrator of the Security Holder | 09/30/2021 | |
Cove Investors II, LLC, By: /s/ Peter Carlton, President of Oakmont Corporation, the Administrator of the Security Holder | 09/30/2021 | |
/s/ Kelly Day | 09/30/2021 | |
** 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. |