Sec Form 4 Filing - Cove Investors I, LLC @ Cue Health Inc. - 2021-09-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cove Investors I, LLC
2. Issuer Name and Ticker or Trading Symbol
Cue Health Inc. [ HLTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
865 SOUTH FIGUEROA STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2021
(Street)
LOS ANGELES, CA90017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/28/2021 C 6,721,714 A 12,377,254 I See Footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series A Preferred Stock ( 1 ) 09/28/2021 C 1,090,180 ( 1 ) ( 1 ) Common Stock 1,090,180 ( 1 ) 0 I See Footnote ( 5 )
Series B Preferred Stock ( 2 ) 09/28/2021 C 5,358,452 ( 2 ) ( 2 ) Common Stock 5,358,452 ( 2 ) 0 I See Footnote ( 6 )
Series C-1 Preferred Stock ( 3 ) 09/28/2021 C 273,082 ( 3 ) ( 3 ) Common Stock 273,082 ( 3 ) 0 I See Footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cove Investors I, LLC
865 SOUTH FIGUEROA STREET, SUITE 700
LOS ANGELES, CA90017
X
Cove Investors II, LLC
865 SOUTH FIGUEROA STREET, SUITE 700
LOS ANGELES, CA90017
X
Day Kelly P.
865 FIGUEROA STREET, SUITE 700
LOS ANGELES, CA90017
X
Signatures
Cove Investors I, LLC, By: /s/ Peter Carlton, President of Oakmont Corporation, the Administrator of the Security Holder 09/30/2021
Signature of Reporting Person Date
Cove Investors II, LLC, By: /s/ Peter Carlton, President of Oakmont Corporation, the Administrator of the Security Holder 09/30/2021
Signature of Reporting Person Date
/s/ Kelly Day 09/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 28, 2021, the Series A Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 2 )On September 28, 2021, the Series B Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 3 )On September 28, 2021, the Series C-1 Preferred Stock automatically converted into Common Stock on a one-to-one basis without payment of further consideration upon the closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 4 )Includes 6,745,720 shares held directly by Cove Investors I, LLC ("Cove I") and 5,631,534 shares held directly by Cove Investors II, LLC ("Cove II"). Kelly Day is the member of Cove I and Cove II with authority to direct the voting interests of Cove I and Cove II with respect to shares held by Cove I and Cove II, respectively, and as a result may be deemed to have beneficial ownership of such shares.
( 5 )The shares are held directly by Cove I. Kelly Day is the member of Cove I with authority to direct the voting interests of Cove I with respect to shares held by Cove I, and as a result may be deemed to have beneficial ownership of such shares.
( 6 )The shares are held directly by Cove II. Kelly Day is the member of Cove II with authority to direct the voting interests of Cove II with respect to shares held by Cove II, and as a result may be deemed to have beneficial ownership of such shares.

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