SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/09/2018 C 13,264 A (1) 13,264 I By Sandscape, LLC(2)
COMMON STOCK 10/09/2018 C 5,564,701 A (1) 5,564,701 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
COMMON STOCK 10/09/2018 C 1,402,994 A (1) 1,402,994 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
COMMON STOCK 10/09/2018 C 233,832 A (1) 233,832 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
COMMON STOCK 10/09/2018 C 508,497 A (1) 508,497 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
COMMON STOCK 10/09/2018 C 44,866 A (1) 44,866 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 10/09/2018 C 13,264 (1) (1) COMMON STOCK 13,264 (1) 0 I By Sandscape, LLC(2)
SERIES A PREFERRED STOCK (1) 10/09/2018 C 5,564,701 (1) (1) COMMON STOCK 5,564,701 (1) 0 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
SERIES B PREFERRED STOCK (1) 10/09/2018 C 1,402,994 (1) (1) COMMON STOCK 1,402,994 (1) 0 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
SERIES C PREFERRED STOCK (1) 10/09/2018 C 233,832 (1) (1) COMMON STOCK 233,832 (1) 0 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
SERIES D PREFERRED STOCK (1) 10/09/2018 C 508,497 (1) (1) COMMON STOCK 508,497 (1) 0 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
SERIES E PREFERRED STOCK (1) 10/09/2018 C 44,866 (1) (1) COMMON STOCK 44,866 (1) 0 I By Sequoia Capital USV XIV Holdco, Ltd.(3)
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL SCOUT FUND II, L.L.C.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sandscape, LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC U.S. VENTURE XIV MANAGEMENT, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL USV XIV HOLDCO, LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.
2. The shares are directly held by Sandscape, LLC. SC US (TTGP), Ltd. is the general partner of SC US Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., which is the managing member of Sequoia Capital Scout Fund II, L.L.C., which is the managing member of Sandscape, LLC. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by Sandscape, LLC. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or 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. The shares are directly held by Sequoia Capital USV XIV Holdco, Ltd., or SC USV XIV Holdco. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the SC USV XIV Funds. The SC USV XIV Funds together own 100% of the outstanding ordinary shares of SC USV XIV Holdco. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SC USV XIV Holdco. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or 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.
Remarks:
Exhibit 24.1 Power of Attorney for Roelof F. Botha */s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C. ** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C., the managing member of Sandscape, LLC *** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P. **** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Fund XIV, L.P. *****/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV, L.P. ****** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. *******/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., the 100% owners of Sequoia Capital USV XIV Holdco, Ltd.
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. 10/11/2018
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P. 10/11/2018
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. 10/11/2018
* See remarks 10/11/2018
** See remarks 10/11/2018
*** See remarks 10/11/2018
**** See remarks 10/11/2018
***** See remarks 10/11/2018
****** See remarks 10/11/2018
******* See remarks 10/11/2018
** 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).
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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.

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

By: /s/ Roelof F. Botha
----------------------------
Roelof F. Botha