SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

Cue Health Inc.

(Name of Issuer)
 

Common Stock, par value $0.00001 per share

(Title of Class of Securities)
 

229790100

(CUSIP Number)
 

Tarsadia Investments, LLC

520 Newport Center Drive, 21st Floor

Newport Beach, CA 92660

 

Tarsadia Capital, LLC

712 Fifth Avenue, Suite 32D

New York, NY 10019

 

T-Twelve Holdings, LLC

c/o Sierra Fiduciary Support Services

100 West Liberty St., Suite 750

Reno, NV 89501

 

with a copy to:

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

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

August 23, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 15 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

CUSIP No. 22979010013D/APage 2 of 15 Pages

 

1

NAME OF REPORTING PERSON

TCCS I, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 22979010013D/APage 3 of 15 Pages

 

1

NAME OF REPORTING PERSON

TC GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 22979010013D/APage 4 of 15 Pages

1

NAME OF REPORTING PERSON

Tarsadia Capital, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 22979010013D/APage 5 of 15 Pages

1

NAME OF REPORTING PERSON

NVGA I, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 22979010013D/APage 6 of 15 Pages

1

NAME OF REPORTING PERSON

CP (HLTH), LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,612,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,612,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,612,913

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 22979010013D/APage 7 of 15 Pages

 

 

1

NAME OF REPORTING PERSON

Tarsadia Investments, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,612,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,612,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,612,913

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 22979010013D/APage 8 of 15 Pages

 

 

1

NAME OF REPORTING PERSON

TUP Investments, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

500

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

500

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 22979010013D/APage 9 of 15 Pages

1

NAME OF REPORTING PERSON

T-Twelve Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 22979010013D/APage 10 of 15 Pages

 

 

1

NAME OF REPORTING PERSON

TFC Manager, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 22979010013D/APage 11 of 15 Pages

 

 

1

NAME OF REPORTING PERSON

Rishi Reddy

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

9,273

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

9,273

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,273

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 22979010013D/APage 12 of 15 Pages

 

 

This Amendment No. 4  (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed by the undersigned on September 11, 2023 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed on September 15, 2023 (“Amendment No. 1”), Amendment No. 2, filed on February 16, 2024 (“Amendment No. 2”) and Amendment No. 3, filed on May 17, 2024 (“Amendment No. 3,” together with this Amendment No. 4, the “Schedule 13D”) as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
   
Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a)-(c), and (e) are hereby amended and restated as follows:
   
 

(a) See rows (11) and (13) of each of the cover pages to this Schedule 13D for the number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The percentage of Shares reported beneficially owned by the Reporting Persons is based upon 159,091,814 Shares outstanding as of April 10, 2024, as disclosed in the Issuer’s Proxy Statement filed under cover of Schedule 14A, filed with the SEC on April 22, 2024.

 

The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and the “group” may be deemed to beneficially own an aggregate of 3,622,686 Shares, representing approximately 2.3% of the outstanding Shares. Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by the other Reporting Persons.

 

(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

   
  (c) Information concerning transactions in the Shares effected by the Reporting Persons in the past sixty (60) days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in Shares listed in Annex A were effected in the open market.
   
  (e)  August 23, 2024.
   
 

 

CUSIP No. 22979010013D/APage 13 of 15 Pages

SIGNATURES

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

DATE: August 27, 2024

 

  TCCS I, LP
  By: TC GP, LLC, its General Partner
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
  Title: Authorized Signatory
   

 

  TC GP, LLC
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
  Title: Authorized Signatory
   

 

  Tarsadia Capital, LLC
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
 

Title: Head of Tarsadia Capital, LLC

 

 

  NVGA I, LLC
  By: TI Manager, LLC, its Manager
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
 

Title: Managing Director

 

 

  CP (HLTH), LLC
  By: TI Manager, LLC, its Manager
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
 

Title: Managing Director

 

 

 

CUSIP No. 22979010013D/APage 14 of 15 Pages

 

 

 

 

Tarsadia Investments, LLC

   
   
  /s/ Mitchell Caplan
  Name: Mitchell Caplan
 

Title: President

 

 

  TUP Investments, L.P.
  By: TUP Three, LLC, its General Partner
   
   
  /s/ Vikram Patel
  Name: Vikram Patel
 

Title: Manager

 

 

 

T-Twelve Holdings, LLC

By: TFC Manager, LLC, its Manager

   
   
  /s/ John Galvin
  Name: John Galvin
  Title: Manager
   

 

  TFC Manager, LLC
   
   
  /s/ John Galvin
  Name: John Galvin
  Title: Manager
 

 

 

  /s/ Rishy Reddy
  RISHY REDDY

 

 

CUSIP No. 22979010013D/APage 15 of 15 Pages

 

ANNEX A

 

Transactions in the Shares of the Issuer by each of the Reporting Persons
During the Past Sixty (60) Days

 

The following tables set forth all transactions in the Shares effected in the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

TCCS

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
08/23/2024 (10,684,791) 0.0001

 

 

NVGA

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
08/23/2024

 

(3,230,779)

 0.000008

 

 

TUP Investments

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
08/23/2024 (1,067,674) 0.000001

 

T-Twelve Holdings

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
08/27/2024 (3,319,000) 0.000001

 

 

 

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