FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Green Philip D		 2. Issuer Name and Ticker or Trading Symbol

Livongo Health, Inc. [ LVGO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O LIVONGO HEALTH, INC., 150 WEST EVELYN AVENUE, SUITE 150		 3. Date of Earliest Transaction (MM/DD/YYYY)

10/29/2020
(Street)

MOUNTAIN VIEW, CA 94041
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 10/29/2020  J(1)  22408 A$0 46198 D  
Common Stock 10/29/2020  J(2)  21893 A$0 89759 I See footnote (3)
Common Stock 10/29/2020  J(2)  21893 A$0 89760 I See footnote (4)
Common Stock 10/29/2020  J(2)  21893 A$0 89759 I See footnote (5)
Common Stock 10/30/2020  J(6)  198 A$0 46396 D  
Common Stock 10/30/2020  D  46396 D (7)0 D  
Common Stock 10/30/2020  D  89759 (8)D (7)(9)(10)0 I See footnote (3)
Common Stock 10/30/2020  D  89760 (8)D (7)(9)(10)0 I See footnote (4)
Common Stock 10/30/2020  D  89759 (11)D (7)(9)(10)0 I See footnote (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $1.88 10/30/2020  D     4862   (12)12/3/2027 Common Stock 4862.0  (10)(13)0 I See footnote (3)
Stock Option (right to buy) $1.88 10/30/2020  D     4862   (12)12/3/2027 Common Stock 4862.0  (10)(13)0 I See footnote (4)
Stock Option (right to buy) $1.88 10/30/2020  D     4861   (12)12/3/2027 Common Stock 4861.0  (10)(13)0 I See footnote (5)
Explanation of Responses:
(1) Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures, LLC - Series Livongo D and 7wire Ventures, LLC - Series Livongo E.
(2) Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth.
(3) The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Joshua D. Green for which the reporting person's spouse serves as trustee.
(4) The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Justin J. Green for which the reporting person's spouse serves as trustee.
(5) The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Alexandra E. Green for which the reporting person's spouse serves as trustee.
(6) Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund, L.P.
(7) Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2020, by and among the Issuer, Teladoc Health, Inc. ("Teladoc"), and Tempranillo Merger Sub, Inc., a wholly owned subsidiary of Teladoc, each share of the Issuer's common stock was converted into the right to receive 0.5920 of a share of Teladoc common stock and $4.24 in cash, without interest, together with cash in lieu of fractional shares (if any).
(8) Includes 10,411 restricted stock units ("RSUs").
(9) Pursuant to the Merger Agreement, each outstanding RSU award of the Issuer was converted into a number of RSUs with respect to a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such RSU award immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (as defined below) (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Issuer RSU immediately prior to the effective time of the merger (including applicable vesting conditions).
(10) The "Equity Award Adjustment Ratio" means the quotient determined by dividing (i) the volume weighted average closing price of the Issuer's common stock on the four trading days ending on October 29, 2020 by (ii) the volume weighted average closing price of Teladoc common stock on the four trading days beginning on October 29, 2020.
(11) Includes 10,410 RSUs.
(12) One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.
(13) Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, was converted into an option to purchase a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Equity Award Adjustment Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions as were applicable to such Issuer stock option immediately prior to the effective time of the merger (including applicable vesting conditions).
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Green Philip D
C/O LIVONGO HEALTH, INC.
150 WEST EVELYN AVENUE, SUITE 150
MOUNTAIN VIEW, CA 94041		X
Signatures
/s/ Jonathan Dorfman, by power of attorney10/30/2020
**Signature of Reporting PersonDate
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