| 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). | ||||||||||||||||
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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
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) 08/23/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common stock, par value $0.00001 per share ("Common Stock")(1)(2) | 08/23/2024 | S | 10,684,791 | D | $0.0001 | 0 | I | By: TCCS I, LP; TC GP, LLC and Tarsadia Capital, LLC. See footnotes(3)(4) | ||
| Common Stock(1)(2) | 08/23/2024 | S | 3,230,779 | D | $0(5) | 0 | I | By: NVGA I, LLC and Tarsadia Investments, LLC. See footnotes(4)(6) | ||
| Common Stock(1)(2) | 08/23/2024 | S | 1,067,674 | D | $0(7) | 500 | I | By: TUP Investments, L.P. See footnote(4) | ||
| Common Stock(1)(2) | 08/27/2024 | S | 3,319,000 | D | $0(7) | 0 | I | By: T-Twelve Holdings, LLC and TFC Manager, LLC. See footnote(8) | ||
| Common Stock(1)(2) | 3,612,913 | I | By: CP (HLTH), LLC and Tarsadia Investments, LLC(4)(9) | |||||||
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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 | ||||||||
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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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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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. This Form 4 is filed jointly by TCCS I, LP ("TCCS"), TC GP, LLC ("TC GP"), Tarsadia Capital, LLC ("Tarsadia Capital"), Tarsadia Investments, LLC ("Tarsadia Investments"), NVGA I, LLC ("NVGA"), CP (HLTH), LLC ("CP HLTH"), TUP Investments, L.P. ("TUP Investments"), T-Twelve Holdings, LLC ("T-Twelve Holdings"), and TFC Manager, LLC ("TFC Manager"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| 2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the filing of this Form 3 shall not be construed as an admission that any Reporting Person is the beneficial owner of any such securities for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act that may be deemed to collectively beneficially own over 10% of the Issuer's outstanding securities. |
| 3. Securities held by TCCS. TC GP is the general partner of TCCS. Tarsadia Capital is the investment manager to TCCS. |
| 4. Tushar Patel, a United States citizen is the ultimate control person of each of TCCS, TC GP, Tarsadia Capital, NVGA, CP HLTH, Tarsadia Investments, and TUP Investments. |
| 5. The shares of Common Stock reported herein were sold at a price of $0.000008 per share. |
| 6. Securities held by NVGA. Tarsadia Investments is the investment manager to NVGA. |
| 7. The shares of Common Stock reported herein were sold at a price of $0.000001 per share. |
| 8. Securities held by T-Twelve Holdings. TFC Manager is the manager of T-Twelve Holdings. Akram Mahesh, a United States citizen, is the ultimate control person of each of TFC Manager and T-Twelve Holdings. |
| 9. Securities held by CP HLTH. Tarsadia Investments is the investment manager to CP HLTH. |
| TCCS I, LP, By: TC GP, LLC, its General Partner /s/ Vikram Patel, Authorized Signatory | 08/27/2024 | |
| TC GP, LLC, By: /s/ Vikram Patel, Authorized Signatory | 08/27/2024 | |
| TARSADIA CAPITAL, LLC, By: /s/ Vikram Patel, Head of Tarsadia Capital, LLC | 08/27/2024 | |
| NVGA I, LLC, By: TI Manager, LLC, its Manager /s/ Vikram Patel, Managing Director | 08/27/2024 | |
| CP (HLTH), LLC, By: TI Manager, LLC, its Manager /s/ Vikram Patel, Managing Director | 08/27/2024 | |
| TARSADIA INVESTMENTS, LLC, By: /s/ Mitchell Caplan, President | 08/27/2024 | |
| TUP INVESTMENTS, L.P., By: TUP Three, LLC, its General Partner /s/ Vikram Patel, Manager | 08/27/2024 | |
| T-TWELVE HOLDINGS, LLC, By: TFC Manager, LLC, its Manager /s/ John Galvin, Manager | 08/27/2024 | |
| TFC MANAGER, LLC, By: /s/ John Galvin, Manager | 08/27/2024 | |
| ** 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 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. | ||