Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KPCB DGF Associates, LLC
  2. Issuer Name and Ticker or Trading Symbol
Teladoc, Inc. [TDOC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS,, 2750 SAND HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/07/2015   C   2,872,326 A (5) 2,872,326 I See Footnotes (1) (2) (3)
Common Stock 07/07/2015   C   174,911 A (5) 174,911 I See Footnotes (1) (2) (4)
Common Stock 07/07/2015   C   273,212 A (6) 273,212 I See Footnotes (1) (2) (3)
Common Stock 07/07/2015   C   16,637 A (6) 16,637 I See Footnotes (1) (2) (4)

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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 Underlying Securities
(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 of Derivative Security: 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 D Preferred Stock (5) 07/07/2015   C     6,565,850   (5)   (5) Common Stock 2,872,326 $ 0 (5) 0 I See Footnotes (1) (2) (3)
Series D Preferred Stock (5) 07/07/2015   C     399,828   (5)   (5) Common Stock 174,911 $ 0 (5) 0 I See Footnotes (1) (2) (4)
Series F Preferred Stock (6) 07/07/2015   C     624,535   (6)   (6) Common Stock 273,212 $ 0 (6) 0 I See Footnotes (1) (2) (3)
Series F Preferred Stock (6) 07/07/2015   C     38,030   (6)   (6) Common Stock 16,637 $ 0 (6) 0 I See Footnotes (1) (2) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KPCB DGF Associates, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS,
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KPCB Digital Growth Fund, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS,
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KPCB Digital Growth Founders Fund, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS,
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    

Signatures

 KPCB DGF Associates, LLC, By: /s/ Paul Vronsky, General Counsel   07/09/2015
**Signature of Reporting Person Date

 KPCB Digital Growth Fund, LLC By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Paul Vronsky, General Counsel   07/09/2015
**Signature of Reporting Person Date

 KPCB DGF Founders Fund, LLC, By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Paul Vronsky, General Counsel   07/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC is KPCB DGF Associates, LLC. John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker (collectively, the "Managing Members") are the managing members of KPCB DGF Associates, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC. [continued in next footnote]
(2) [continued from previous footnote] Each of entities and the Managing Members disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
(3) The reported securities are held directly by KPCB Digital Growth Fund, LLC.
(4) The reported securities are held directly by KPCB DGF Founders Fund LLC.
(5) Each share of Series D Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.
(6) Each share of Series F Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

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