Statement of Changes in Beneficial Ownership (4)
June 22 2023 - 4:32PM
Edgar (US Regulatory)
FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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ROTHBERG JONATHAN M |
2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc.
[
BFLY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BUTTERFLY NETWORK, INC., 1600 DISTRICT AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/20/2023 |
(Street)
BURLINGTON, MA 01803 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/20/2023 | | A | | 65789 (1) | A | $0.00 | 2641924 | D | |
Class A Common Stock | | | | | | | | 1240509 | I | By NVR TR, LLC (2) |
Class A Common Stock | | | | | | | | 1240509 | I | By JNR TR, LLC (2) |
Class A Common Stock | | | | | | | | 1240509 | I | By JAR TR, LLC (2) |
Class A Common Stock | | | | | | | | 1240509 | I | By GBR TR, LLC (2) |
Class A Common Stock | | | | | | | | 1240509 | I | By EJR TR, LLC (2) |
Class A Common Stock | | | | | | | | 726696 | I | By Bonnie E Gould Rothberg MD (2) |
Class A Common Stock | | | | | | | | 952277 | I | By 1997 JMR Trust Common, LLC (2) |
Class B Common Stock | | | | | | | | 9716596 | I | By 4C Holdings I, LLC (2) |
Class B Common Stock | | | | | | | | 2621701 | I | By 4C Holdings II, LLC (2) |
Class B Common Stock | | | | | | | | 2621701 | I | By 4C Holdings III, LLC (2) |
Class B Common Stock | | | | | | | | 2621701 | I | By 4C Holdings IV, LLC (2) |
Class B Common Stock | | | | | | | | 8845238 | I | By 4C Holdings V, LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A common stock upon vesting. The RSUs were issued to the Reporting Person as the annual grant to nonemployee directors pursuant to the Issuer's Amended and Restated Nonemployee Director Compensation Policy for services to be rendered to the Issuer as a member of its Board of Directors. The RSUs vest in full on the date of the Issuer's 2024 Annual Stockholders Meeting, subject to the Reporting Person's continued service on the Board of Directors on such date. |
(2) | Dr. Rothberg is the Manager of 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, 4C Holdings V, LLC, NVR TR, LLC, JNR TR, LLC, JAR TR, LLC, GBR TR, LLC and EJR TR, LLC, and is the spouse of Bonnie E Gould Rothberg MD. Dr. Rothberg disclaims beneficial ownership of the securities held by these persons and entities except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROTHBERG JONATHAN M C/O BUTTERFLY NETWORK, INC. 1600 DISTRICT AVENUE BURLINGTON, MA 01803 | X | X |
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Signatures
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/s / John P. Condon, Attorney-in-Fact for Jonathan M. Rothberg, Ph.D. | | 6/22/2023 |
**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 control number. |
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