LGVW Longview Acquisition Corp

¹ Consists of (i) 2,259,554 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) restricted stock units (“RSUs”) for 316,581 shares of Class A common stock of the Issuer, of which RSUs for 129,787 shares vest within 60 days of September 14, 2022, held by Dr. Jonathan M. Rothberg, (iii) stock options to purchase 21,645 shares of Class A common stock of the Issuer which are exercisable within 60 days of September 14, 2022, held by Dr. Jonathan M. Rothberg, (iv) 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, (v) 952,277 shares of Class A common stock of the Issuer held by 1997 JMR Trust Common, LLC, and (vi) 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 173,115,829 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 29, 2022.

⁴ Calculated based on 173,115,829 shares of Class A common stock of the Issuer outstanding as of July 29, 2022.

⁵ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.

⁶ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.

⁷ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.

⁸ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.

⁹ Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of July 29, 2022.

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed on February 22, 2021, as amended by Amendment No. 1 filed on March 26, 2021 and Amendment No. 2 filed on March 28, 2022 (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. 3. 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) 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) 1997 JMR Trust Common, LLC, (iii) 4C Holdings I, LLC, (iv) 4C Holdings II, LLC, (v) 4C Holdings III, LLC, (vi) 4C Holdings IV, LLC, and (vii) 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 the limited liability company distributees of 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 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 1997 JMR Trust Common, LLC, 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:

In connection with estate planning, entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children have entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”), a copy of which is attached hereto as Exhibit 3. Pursuant to the Plan, sales of up to 6,202,545 shares of Class A common stock may be effected between October 27, 2022 and August 11, 2023 in accordance with the terms and conditions of the Plan. The sale of shares of Class A common stock under the Plan is subject to minimum price parameters included in the Plan, and there is no assurance that any shares of Class A common stock will be sold under the Plan.

There are no changes to the Item 5 information previously filed. 

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

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

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.