Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Nanis Nikolaos P.

(Last)

(First)

(Middle)

C/O TELADOC HEALTH, INC.,

2 MANHATTANVILLE ROAD, SUITE 203

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Teladoc Health, Inc. [ TDOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2024		M		1,479	A	⁽¹⁾	66,510	D
Common Stock	03/01/2024		M		505	A	⁽²⁾	67,015	D
Common Stock	03/01/2024		M		894	A	⁽²⁾	67,909	D
Common Stock	03/01/2024		M		4,340	A	⁽²⁾	72,249	D
Common Stock	03/01/2024		M		467	A	⁽²⁾	72,716	D
Common Stock	03/04/2024		S		2,866⁽³⁾	D	$14.516	69,850	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽⁴⁾	03/01/2024		A		4,437⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	4,437	$0	4,437	D
Performance Stock Units	⁽¹⁾	03/01/2024		M			1,479	⁽⁷⁾	⁽⁷⁾	Common Stock	1,479	$0	2,958	D
Restricted Stock Units	⁽²⁾	03/01/2024		M			505	⁽⁸⁾	⁽⁸⁾	Common Stock	505	$0	2,023	D
Restricted Stock Units	⁽²⁾	03/01/2024		M			894	⁽⁹⁾	⁽⁹⁾	Common Stock	894	$0	4,472	D
Restricted Stock Units	⁽²⁾	03/01/2024		M			4,340	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,340	$0	8,681	D
Restricted Stock Units	⁽²⁾	03/01/2024		M			467	⁽¹¹⁾	⁽¹¹⁾	Common Stock	467	$0	0	D

Explanation of Responses:

1. Performance stock units convert to shares of TDOC common stock on a one-for-one basis.

2. Restricted stock units convert to shares of TDOC common stock on a one-for-one basis.

3. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance stock unit and restricted stock unit awards.

4. Each performance stock unit represents a contingent right to receive one share of TDOC common stock.

5. Performance award amount determined based on metrics in respect of the issuer's 2023 financial results.

6. The performance stock units vest as to one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter.

7. On March 1, 2024, the reporting person earned 4,437 performance stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter.

8. On March 1, 2022, the reporting person was granted 6,064 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.

9. On June 1, 2022, the reporting person was granted 10,730 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.

10. On March 3, 2023, the reporting person was granted 13,021 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.

11. On March 2, 2021, the reporting person was granted 1,400 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Adam C. Vandervoort, Attorney-in-Fact	03/05/2024
	** 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.
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