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 *
MCCLENNEN PETER A
  2. Issuer Name and Ticker or Trading Symbol
Teladoc Health, Inc. [TDOC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O TELADOC HEALTH, INC., 2 MANHATTANVILLE ROAD, SUITE 203
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2018
(Street)

PURCHASE, NY 10577
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 11/05/2018   M   12,692 A (2) 12,692 D  
Common Stock 11/05/2018   M   56,532 A $ 32.5 69,224 D  
Common Stock 11/05/2018   S   69,224 (1) D $ 66.77 (3) 0 D  

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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
Restricted Stock Units (4) 11/05/2018   M     12,692   (5)   (5) Common Stock 12,692 $ 0 38,077 D  
Employee Stock Option (right to buy) $ 32.5 11/05/2018   M     56,532   (6) 11/03/2027 Common Stock 56,532 $ 0 169,596 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCCLENNEN PETER A
C/O TELADOC HEALTH, INC.
2 MANHATTANVILLE ROAD, SUITE 203
PURCHASE, NY 10577
      President  

Signatures

 /s/ Adam C. Vandervoort, attorney-in-fact   11/07/2018
**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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan that was adopted by the reporting person on June 11, 2018.
(2) Restricted stock units convert to shares of TDOC common stock on a one-for-one basis.
(3) Represents the weighted average price of transactions ranging from $65.38 to $72.31. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4) Each restricted stock unit represents a contingent right to receive one share of TDOC common stock.
(5) On November 3, 2017, the reporting person was was granted 50,769 restricted stock units, vesting in four equal annual installments beginning on November 3, 2018.
(6) The option vests as to 25% of the shares on November 3, 2018. The remainder of the shares vest in 36 equal monthly installments thereafter.

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