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 *
CHP III LP
  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 CARDINAL PARTNERS,, 230 NASSAU STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015
(Street)

PRINCETON, NJ 08542
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   2,641,986 A (2) 2,641,986 I See Footnote (1)
Common Stock 07/07/2015   C   819,852 A (3) 819,852 I See Footnote (1)
Common Stock 07/07/2015   C   1,089,666 A (4) 1,089,666 I See Footnote (1)
Common Stock 07/07/2015   C   428,964 A (5) 428,964 I See Footnote (1)

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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 C-1 Preferred Stock (2) 07/07/2015   C     6,039,316   (2)   (2) Common Stock 2,641,986 $ 0 (2) 0 I See Footnote (1)
Series D Preferred Stock (3) 07/07/2015   C     1,874,100   (3)   (3) Common Stock 819,852 $ 0 (3) 0 I See Footnote (1)
Series E Preferred Stock (4) 07/07/2015   C     2,490,867   (4)   (4) Common Stock 1,089,666 $ 0 (4) 0 I See Footnote (1)
Series F Preferred Stock (5) 07/07/2015   C     980,568   (5)   (5) Common Stock 428,964 $ 0 (5) 0 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHP III LP
C/O CARDINAL PARTNERS,
230 NASSAU STREET
PRINCETON, NJ 08542
    X    
CHP III Management, L.L.C.
C/O CARDINAL PARTNERS
230 NASSAU STREET
PRINCETON, NJ 08542
    X    

Signatures

 /s/ Brandon H. Hull, Managing Member of CHP III Management, L.L.C., the General Partner of CHP III, L.P.   07/09/2015
**Signature of Reporting Person Date

 /s/ Brandon H. Hull, Managing Member of CHP III Management, L.L.C.   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) CHP III Management, L.L.C. is the sole General Partner of CHP III, L.P. John K. Clarke, Brandon H. Hull, and John J. Park. (collectively, the "Managing Members") are Managing Members of CHP III Management, L.L.C., and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by CHP III, L.P. (the "CHP III Shares"). Each of the entities and the Managing Members disclaim 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.
(2) Each share of Series C-1 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.
(3) 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.
(4) Each share of Series E 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.
(5) 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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