Amendment: SEC Form SC 13D/A filed by Butterfly Network Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Butterfly Network, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

Class B common stock, par value $0.0001 per share

(Title of Class of Securities)

Class A common stock: 124155102

Class B common stock: Not Applicable

(CUSIP Number)

Jonathan M. Rothberg, Ph.D.

c/o Butterfly Network, Inc.

1600 District Avenue
Burlington, Massachusetts 01803

(781) 557-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Michael L. Fantozzi, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

August 28, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Consists of (i) 2,641,924 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the “Issuer”) held by the Jonathan M. Rothberg, Ph.D., (ii) stock options to purchase 21,645 shares of Class A common stock of the Issuer which are exercisable within 60 days of August 28, 2024, held by Dr. Jonathan M. Rothberg, (iii) 6,202,545 shares of Class A common stock of the Issuer distributed from 2012 JMR Trust Common, LLC and held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg’s children and (iv) 26,426,937 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC.

² Consists of 726,696 shares of Class A common stock of the Issuer held by Dr. Rothberg’s spouse.

³ Calculated based on 186,147,353, shares of Class A common stock of the Issuer and 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

⁴ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

⁵ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

⁶ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

⁷ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

⁸ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 18, 2024.

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the Schedule 13D filed on February 22, 2021, as amended by Amendment No. 1 filed on March 26, 2021, Amendment No. 2 filed on March 28, 2022, Amendment No. 3 filed on September 16, 2022 and Amendment No. 4 filed on September 13, 2023 (as amended, the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.), a Delaware corporation (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

There are no changes to the Item 1 information previously filed.

Item 2 sections (a), (c) and (f) of the Schedule 13D are hereby amended and restated in their entirety below:

(a) This Statement is being filed on behalf of (i) Jonathan M. Rothberg, Ph.D., (ii) 4C Holdings I, LLC, (iii) 4C Holdings II, LLC, (iv) 4C Holdings III, LLC, (v) 4C Holdings IV, LLC, and (vi) 4C Holdings V, LLC (together, the “Reporting Persons”). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

(c) Dr. Jonathan Rothberg is the founder of Legacy Butterfly (defined below) and Chairman of the Issuer. He is the sole manager of 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC.

(f) Dr. Jonathan Rothberg is a citizen of the United States of America. Each of 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC is a limited liability company organized under the laws of Delaware.

There are no changes to the Item 3 information previously filed.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On August 28, 2024, entities owned by trusts created for the benefit of Dr. Jonathan Rothberg’s children terminated, effective as of 6:00 a.m. ET on August 28, 2024, the Rule 10b5-1 trading plan. No sales were made under the Rule 10b5-1 trading plan and no sales will occur under the Rule 10b5-1 trading plan after its termination.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following: 

(c) On August 28, 2024, 1997 JMR Trust Common, LLC sold 952,277 shares of Class A common stock for estate planning purposes in a direct sale to an affiliated party of the registrant, at a price of $0.9751 per share.

There are no changes to the Item 6 information previously filed.

There are no changes to the Item 7 information previously filed.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.