Steven Hamerslag - Aug 9, 2023 Form 4 Insider Report for LIMEADE, INC (NONE)

Role: Director, 10%+ Owner
Signature: /s/ Paul Crick, Attorney-in-Fact
Stock symbol: NONE
Transactions as of: Aug 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/9/2023, 04:34 PM
Previous filing: Oct 3, 2022
Next filing: Aug 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Common Stock	Disposed to Issuer		-36.7M	-100%		0	Aug 9, 2023	By TVC Capital II LP and TVC Capital Partners II LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven Hamerslag is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger").At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash.
F2	As a Managing Partner of TVC Capital, which manages TVC Capital II LP, which manages TVC Capital Partners II LP, the reporting person may be deemed to share beneficial ownership of the securities held by TVC Capital II LP and TVC Capital Partners II LP (together, "TVC"). The reporting person disclaims any beneficial ownership of any securities of the issuer held by TVC, except to the extent of his ultimate pecuniary interest.

Content

On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger").At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash.

As a Managing Partner of TVC Capital, which manages TVC Capital II LP, which manages TVC Capital Partners II LP, the reporting person may be deemed to share beneficial ownership of the securities held by TVC Capital II LP and TVC Capital Partners II LP (together, "TVC"). The reporting person disclaims any beneficial ownership of any securities of the issuer held by TVC, except to the extent of his ultimate pecuniary interest.

Remarks:

By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.