SEC Filing | Health Catalyst, Inc.

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SEC FORM 3 SEC Form 3

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

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1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT ]

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,436,107	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	151,392	⁽¹⁾	I	Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	731,890	⁽³⁾	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	32,246	⁽³⁾	I	Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,474,068	⁽⁴⁾	I	SC US GF V Holdings, Ltd.⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	176,222	⁽⁶⁾	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	59,693	⁽⁶⁾	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	60,463	⁽⁷⁾	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	20,381	⁽⁷⁾	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾
Series F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	26,831	⁽⁸⁾	I	Sequoia Capital U.S. Growth Fund IV, L.P.⁽²⁾
Series F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	9,088	⁽⁸⁾	I	Sequoia Capital U.S. Growth Fund V, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF V Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF IV MANAGEMENT LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

2. SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, LP and Sequoia Capital USGF Principals Fund IV, LP (collectively, the "SC USGF IV Funds"). As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF IV Funds. Each of SC US (TTGP), Ltd. and SCGF IV Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF IV Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each share of Series B Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

4. Each share of Series C Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series C Preferred Stock has no expiration date.

5. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP ("SC USGF V") and Sequoia Capital USGF Principals Fund V, L.P. (together, the "SC USGF V Funds"), which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd ("SC USGF V Holdco"). As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF V Funds and SC USGF V Holdco. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF V Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. Each share of Series D Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series D Preferred Stock has no expiration date.

7. Each share of Series E Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series E Preferred Stock has no expiration date.

8. Each share of Series F Preferred Stock is convertible on a one-for-one basis into the number of shares of the Issuer's common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series F Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney /s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	07/24/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P.	07/24/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P.	07/24/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P.	07/24/2019
	See Remarks	07/24/2019
	/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund IV, LP. and Sequoia Capital USGF Principals Fund IV, LP.	07/24/2019
	** 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 5 (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).
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                           LIMITED POWER OF ATTORNEY
                          FOR CERTAIN FILINGS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

     Know all by these presents that the undersigned hereby constitutes and
appoints each of Chris Cooper, Marie Klemchuk and Jung Yeon Son the
undersigned's true and lawful attorney-in-fact to:

     1. Execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or stockholder of any entity
        affiliated with Sequoia Capital Operations, LLC or any corporation or
        other person in which an investment fund affiliated with Sequoia Capital
        Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and
        5 and amendments thereto in accordance with Section 16(a) of the
        Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
        rules thereunder, as well as any reports on Schedules 13D or 13G or
        Forms 13F or 13H and amendments thereto in each case in accordance with
        Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in
        accordance with Rule 144 under the Securities Act of 1933, as amended
        (the "1933 Act");

     2. Do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form
        144 or amendment thereto and timely file such form with the United
        States Securities and Exchange Commission (the "SEC") and any stock
        exchange or similar authority; and

     3. Take any other action of any type whatsoever which, in the opinion
        of such attorney-in-fact, may be necessary or desirable in connection
        with the foregoing authority, it being understood that the documents
        executed by such attorney-in-fact on behalf of the undersigned pursuant
        to this Limited Power of Attorney shall be in such form and shall
        contain such terms and conditions as such attorney-in-fact may approve.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.

     This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

                            [Signature Page Follows]



     IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of April 24, 2017.


                                                   By: /s/ Douglas Leone
                                                      --------------------
                                                       Douglas Leone