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).
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SCHEDULE 13D
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CUSIP NO. 124155102
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13D
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Page 1 of 5
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1
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NAMES OF REPORTING PERSON
Michael J. Rothberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨ (b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF1
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
29,028,8191
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
29,028,8191
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
29,028,8191
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
17.6%2
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14
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TYPE OF REPORTING PERSON
IN
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1
Consists of (i) 908,512 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.)
(the “Issuer”) held by the Michael J. Rothberg Family Trust, and (ii) 28,120,307 shares of Class A common stock of
the Issuer held by Rothberg Family Fund I, LLC.
2
Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.
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SCHEDULE 13D
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CUSIP NO. 124155102
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13D
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Page 2 of 5
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1
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NAMES OF REPORTING PERSON
Michael J. Rothberg Family Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨ (b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
908,512
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
908,512
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
908,512
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
Less than 1%3
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14
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TYPE OF REPORTING PERSON
OO
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3
Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.
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SCHEDULE 13D
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CUSIP NO. 124155102
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13D
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Page 3 of 5
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1
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NAMES OF REPORTING PERSON
Rothberg Family Fund I, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨ (b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
28,120,307
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
28,120,307
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,120,307
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
17.1%4
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14
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TYPE OF REPORTING PERSON
OO
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4
Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.
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SCHEDULE 13D
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CUSIP NO. 124155102
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13D
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Page 4 of 5
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Item 1.
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Security and Issuer.
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This Schedule 13D
(this “Statement”) relates to the Class A common stock, par value $0.0001 per share, of Butterfly Network, Inc.
(f/k/a Longview Acquisition Corp.), a Delaware corporation (the “Issuer”). The principal executive office of the Issuer
is located at 530 Old Whitfield Street, Guilford, Connecticut 06437.
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Item 2.
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Identity and Background.
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(a) This Statement
is being filed on behalf of (i) Michael J. Rothberg, (ii) the Michael J. Rothberg Family Trust, and (iii) Rothberg
Family Fund I, LLC (together, the “Reporting Persons”).
(b) The business
address of the Reporting Persons is c/o Butterfly Network, Inc., 530 Old Whitfield Street, Guilford, Connecticut 06437.
(c) Mr. Rothberg
is the Trustee of the Michael J. Rothberg Family Trust and the Manager of Rothberg Family Fund I, LLC.
(d)–(e) During
the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Rothberg
is a citizen of the United States of America. The Michael J. Rothberg Family Trust is a trust formed under the laws of the United
States of America. Rothberg Family Fund I, LLC is a limited liability company organized under the laws of Delaware.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On February 12,
2021 (the “Closing Date”), Longview Acquisition Corp., a Delaware corporation (“Longview” and after the
Business Combination described herein, the “Issuer”), consummated the previously announced business combination (the
“Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 19,
2020 (the “Business Combination Agreement”), by and among Longview, Clay Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (“Legacy Butterfly”).
In
connection with the closing of the Business Combination (the “Closing”), (i) 875,000 shares of Legacy Butterfly
common stock were automatically cancelled and converted into 908,512 shares of Class A common stock of the Issuer held by
the Michael J. Rothberg Family Trust, (ii) 25,000,000 shares of Legacy Butterfly Series B preferred stock, 2,037,432
shares of Legacy Butterfly Series D preferred stock, and Legacy Butterfly convertible notes in the aggregate principal amount
of $456,900, plus accrued but unpaid interest, were automatically cancelled and converted into an aggregate of 28,120,307 shares
of Class A common stock of the Issuer held by Rothberg Family Fund I, LLC.
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Item 4.
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Purpose of Transaction.
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The information regarding
the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of the Issuer’s
Class A common stock beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection
with the Business Combination.
Except as described
in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of
the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements
described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or
change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with
respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors,
the Issuer, or other persons.
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Item 5.
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Interest in Securities of the Issuer.
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(a) See
responses to Items 11 and 13 on the cover page.
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SCHEDULE 13D
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CUSIP NO. 124155102
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13D
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Page 5 of 5
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(b) See
responses to Items 7, 8, 9 and 10 on the cover page.
(c) Except
as set forth in this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with
respect to the Class A common stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.
(d) Except
as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A common stock of the Issuer beneficially
owned by the Reporting Persons as reported in this Schedule 13D.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information furnished in Item 3 is
incorporated into this Item 6 by reference.
The
Reporting Persons are parties to the Amended and Restated Registration Rights Agreement, dated as of February 12, 2021, by
and among the Issuer, the initial stockholders, including Longview Investors LLC, certain affiliates of Glenview Capital
Management, LLC and certain holders of Legacy Butterfly securities (the “Registration Rights Agreement”), pursuant
to which the Issuer will be required to register for resale the securities held by the stockholders party thereto and which restricts
the ability of the Reporting Persons from transferring its shares in the Issuer for the period ending on the earlier of (a) 180 days
after the Closing, subject to certain customary exceptions, and (b) subsequent to the Closing, (x) if the last reported
sale price of the Issuer’s common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 consecutive
trading days after the Closing or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of the Issuer’s public stockholders having the right to exchange their shares
of the Issuer’s common stock for cash, securities or other property.
Except as described
herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2
above or between such person and any other person with respect to any securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
No.
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Description
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1.
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Joint Filing Agreement, by and among Michael J. Rothberg, the
Michael J. Rothberg Family Trust
and
Rothberg Family Fund I, LLC , dated as of February 22, 2021.
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2.
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Amended and Restated Registration Rights Agreement, dated as of February 12, 2021, by and among the Issuer, Legacy Butterfly and certain of their securityholders (incorporated by reference from Exhibit 10.19 the Form 8-K of Butterfly Network, Inc. filed with the Securities and Exchange Commission on February 16, 2021 (File No. 001-39292)).
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 22, 2021
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/s/ Michael J. Rothberg
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Michael J. Rothberg
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Michael J. Rothberg Family
Trust
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By:
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/s/
Michael J. Rothberg
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Name: Michael J. Rothberg
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Title: Trustee
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Rothberg Family Fund I, LLC
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By:
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/s/
Michael J. Rothberg
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Name: Michael J. Rothberg
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Title: Manager
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Exhibit 1
JOINT FILING
AGREEMENT
This Joint Filing
Agreement is by and among Michael J. Rothberg, the Michael J. Rothberg Family Trust and Rothberg Family Fund I, LLC (collectively,
the “Filers”).
Each of the Filers
may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares
of Class A common stock of Butterfly Network, Inc. beneficially owned by them from time to time.
Pursuant to and
in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the Filers, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing
Agreement may be terminated by any of the Filers upon seven days prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered
as of the date first above written.
Dated: February 22, 2021
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/s/ Michael J. Rothberg
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Michael J. Rothberg
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Michael J. Rothberg Family
Trust
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By:
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/s/
Michael J. Rothberg
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Name: Michael J. Rothberg
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Title: Trustee
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Rothberg Family Fund I, LLC
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By:
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/s/
Michael J. Rothberg
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Name: Michael J. Rothberg
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Title: Manager
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