Form 3 Cue Health Inc. For: Sep 23 Filed by: Sherpa Ventures Fund, LP

September 23, 2021 9:07 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Sherpa Ventures Fund, LP

(Last) (First) (Middle)
800 MARKET STREET, 8TH FLOOR

(Street)
SAN FRANCISCO CA 94102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2021
3. Issuer Name and Ticker or Trading Symbol
Cue Health Inc. [ HLTH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 129,354
D (1)
 
Common Stock 194,031
D (2)
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (3)   (3) Common Stock 5,450,898 (3) D (1)  
Series B Preferred Stock   (4)   (4) Common Stock 3,076,224 (4) D (1)  
Series B Preferred Stock   (4)   (4) Common Stock 3,834,088 (4) D (2)  
Series C-1 Preferred Stock   (5)   (5) Common Stock 1,092,329 (5) D (1)  
Series C-1 Preferred Stock   (5)   (5) Common Stock 1,092,329 (5) D (2)  
Explanation of Responses:
1. The shares are held directly by Sherpa Ventures Fund, LP ("ACME I"). Sherpa Ventures Fund GP, LLC ("ACME GP I") is the general partner of ACME I. Scott Stanford is the sole managing member of each of ACME GP I and ACME GP II (as defined below) and may be deemed to have voting and investment power with respect to the shares held by ACME I and ACME II (as defined below) and as a result may be deemed to have beneficial ownership of such shares. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.
2. The shares are held directly by Sherpa Ventures Fund II, LP ("ACME II"). Sherpa Ventures Fund II GP, LLC ("ACME GP II") is the general partner of ACME II. Scott Stanford is the sole managing member of each of ACME GP I and ACME GP II and may be deemed to have voting and investment power with respect to the shares held by ACME I and ACME II and as a result may be deemed to have beneficial ownership of such shares. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.
3. The Series A Preferred Stock automatically converts into the number of shares of Common Stock as shown in Column 3 of Table II without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
4. The Series B Preferred Stock automatically converts into the number of shares of Common Stock as shown in Column 3 of Table II without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
5. The Series C-1 Preferred Stock automatically converts into the number of shares of Common Stock as shown in Column 3 of Table II without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
SHERPA VENTURES FUND, LP By: Sherpa Ventures Fund GP, LLC, its general partner By: /s/ Scott Stanford, Manager 09/23/2021
** Signature of Reporting Person Date
SHERPA VENTURES FUND II, LP By: Sherpa Ventures Fund II GP, LLC, its general partner By: /s/ Scott Stanford, Manager 09/23/2021
** Signature of Reporting Person Date
SHERPA VENTURES FUND GP, LLC By: /s/ Scott Stanford, Manager 09/23/2021
** Signature of Reporting Person Date
SHERPA VENTURES FUND II GP, LLC By: /s/ Scott Stanford, Manager 09/23/2021
** Signature of Reporting Person Date
/s/ Scott Stanford 09/23/2021
** 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.


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings