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Butterfly Network (BFLY) reports Class B share sales and conversions

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Butterfly Network, Inc. reporting person Jonathan M. Rothberg filed Amendment No. 11 to update his beneficial ownership of both classes of common stock. He is reported to beneficially own 828,775 Class A shares, or 0.4% of that class, based on 234,842,768 Class A shares outstanding as of April 20, 2026. This includes shares held directly, options exercisable within 60 days, and shares held by his spouse. He also beneficially owns 22,086,850 Class B shares, representing 100% of that class, largely through 4C Holdings entities and trusts for his children.

The amendment details recent Class B transactions made in connection with estate planning under a Rule 10b5-1 trading plan entered into on March 13, 2026. On July 17, 2026, 1,195,857 Class B shares were sold at a weighted average price of $6.5959 per share; on July 20, 1,177,276 shares at $6.6138; and on July 21, 753,320 shares at $6.7359. Upon each sale, the Class B shares automatically converted into Class A shares on a one-to-one basis.

Positive

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Negative

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Filing Explained

As of July 21, Rothberg is disclosed as beneficially owning 100% of Butterfly Network's Class B shares through five 4C entities and related structures.

A Schedule 13D reports ownership above 5%; this Amendment No. 11 updates Jonathan M. Rothberg's beneficial-ownership record for Butterfly Network and the related 4C entities as of July 21, 2026.

The filing reports 828,775 Class A shares, or 0.4% of that class, and 22,086,850 Class B shares, or 100% of that class. The disclosed Class B position is therefore still the full reported Class B share base, while the Class A position is a small disclosed stake relative to its separate class base.

The Class B ownership is allocated among five 4C entities: 4C Holdings I, II, III, and IV each report 2,621,701 shares, while 4C Holdings V reports 8,845,238 shares; Rothberg's table reports sole voting and dispositive power over the aggregate Class B position.

The percentages are not directly comparable across classes because the filing bases Class A on 234,842,768 shares outstanding as of April 20, 2026, but Class B on 22,086,850 shares outstanding as of July 21, 2026.

Beneficial Class A shares 828,775 shares Class A common stock beneficially owned by Jonathan M. Rothberg
Class A ownership percentage 0.4 % Percent of Class A common stock represented by 828,775 shares
Beneficial Class B shares 22,086,850 shares Class B common stock beneficially owned by Jonathan M. Rothberg
Class B ownership percentage 100 % Percent of Class B common stock represented by 22,086,850 shares
Class A shares outstanding 234,842,768 shares Class A common stock outstanding as of April 20, 2026
Class B shares outstanding 22,086,850 shares Class B common stock outstanding as of July 21, 2026
July 17, 2026 Class B sale 1,195,857 shares at $6.5959 Class B shares sold at weighted average price per share
July 20–21, 2026 Class B sales 1,177,276 at $6.6138; 753,320 at $6.7359 Class B shares sold at weighted average prices per share
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 828,775.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Rule 10b5-1 trading plan regulatory
"transactions were effected ... pursuant to a Rule 10b5-1 trading plan entered into on March 13, 2026"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
dispositive power financial
"Sole Dispositive Power 102,079.00; Shared Dispositive Power 726,696.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
estate planning financial
"All transactions below were effected ... in connection with estate planning"
A set of instructions and legal steps that decide who gets your money, property and other assets, and who will manage them if you become unable to do so. For investors it matters because thoughtful planning can reduce taxes and delays, protect heirs, and keep investments from being tied up in court—think of it as a clear map and emergency kit that preserves value and directs where assets go when you can’t.
Class B common stock financial
"Class B common stock, par value $0.0001 per share, of Butterfly Network, Inc."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Class A ownership does Jonathan M. Rothberg report in Butterfly Network (BFLY)?

He reports beneficial ownership of 828,775 Class A shares, equal to 0.4% of that class. This consists of 80,434 shares held directly, 21,645 options exercisable within 60 days, and 726,696 shares held by his spouse.

How many Butterfly Network (BFLY) Class B shares does Rothberg beneficially own and what is his percentage?

He is reported to beneficially own 22,086,850 Class B shares, representing 100% of the Class B common stock. The percentage is based on 22,086,850 Class B shares outstanding as of July 21, 2026.

What July 2026 Class B stock sales are disclosed for Butterfly Network (BFLY)?

The filing lists three sales of Class B shares: 1,195,857 shares on July 17 at $6.5959, 1,177,276 shares on July 20 at $6.6138, and 753,320 shares on July 21 at $6.7359, all at weighted average prices.

How are Butterfly Network (BFLY) Class B shares treated in the reported transactions?

In each transaction, the Class B shares automatically converted into Class A shares on a one-to-one basis upon sale. This automatic conversion is described as occurring “in accordance with its terms” for every reported Class B sale.

Was a Rule 10b5-1 plan used for the Butterfly Network (BFLY) insider sales?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan entered into on March 13, 2026. The disclosure also states the transactions were made in connection with estate planning by the reporting persons.

On what share counts are Butterfly Network (BFLY) ownership percentages calculated?

The 0.4% Class A ownership is based on 234,842,768 Class A shares outstanding as of April 20, 2026. The 100% Class B ownership is based on 22,086,850 Class B shares outstanding as of July 21, 2026.





124155102

(CUSIP Number)
Jonathan M. Rothberg, Ph.D.
c/o Butterfly Network, Inc.,, 1600 District Avenue
Burlington, MA, 01803
(781) 557-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/21/2026

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class A common stock. Rows 7, 9 and 11 consists of (i) 80,434 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the "Issuer") held by Jonathan M. Rothberg, Ph.D. and (ii) stock options to purchase 21,645 shares of Class A common stock of the Issuer which are exercisable within 60 days of July 21, 2026, held by Dr. Jonathan M. Rothberg. Rows 8, 10 and 11 consists of 726,696 shares of Class A common stock of the Issuer held by Dr. Rothberg's spouse. Row 13 is calculated based on 234,842,768 shares of Class A common stock of the Issuer outstanding as of April 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Rows 7, 9 and 11 consists of 22,086,850 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 and shares distributed from 4C Holdings I, LLC and held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 22,086,850 shares of Class B common stock of the Issuer outstanding as of July 21, 2026.


SCHEDULE 13D


Rothberg Jonathan M.
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D.
Date:07/21/2026
Rothberg Jonathan M.
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D.
Date:07/21/2026
4C Holdings I, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:07/21/2026
4C Holdings II, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:07/21/2026
4C Holdings III, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:07/21/2026
4C Holdings IV, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:07/21/2026
4C Holdings V, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:07/21/2026