SECURITY OWNERSHIP OF CERTAIN
DEFINITIONSBENEFICIAL OWNERS AND MANAGEMENT In connectionThe following table sets forth certain information, as of September 6, 2022 (unless otherwise indicated), with the closingrespect to holdings of our initial public offering of our Class A common stock in July 2020 (the “IPO”), we effected certain organizational transactions which we refer to as the “Transactions”. As used in the accompanying proxy statement, unless otherwise indicated, references to:
“we,” “us,” “our,” the “Company,” “GoHealth” and similar references refer: (1) following the consummationby (i) stockholders who beneficially owned more than 5% of the Transactions, including our IPO, to GoHealth, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), and (2) prior to the completion of the Transactions, including our IPO, to GoHealth Holdings, LLC and, unless otherwise stated, all of its direct and indirect subsidiaries, or, as applicable, Norvax.
“Blocker Company” refers to an entity affiliated with Centerbridge that was an indirect owner of LLC Interests in GoHealth Holdings, LLC prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.
“Blocker Shareholders” refer to entities affiliated with Centerbridge, the owners of the Blocker Company prior to the Transactions, who exchanged their interests in the Blocker Company foroutstanding shares of our Class A common stock and cash in connection with the consummation of the Transactions.
“Centerbridge” refers to Centerbridge Capital Partners III, L.P., a Delaware limited partnership, certain funds affiliated with Centerbridge Capital Partners III, L.P. and other entities over which Centerbridge Capital Partners III, L.P. has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).
“Centerbridge Acquisition” refers to the acquisition, on September 13, 2019, by Centerbridge, indirectly through a subsidiary of GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), an entity formed in contemplation of the acquisition, of a 100% interest in Norvax.
“Founders” refer to Brandon M. Cruz, our Co-Founder and Chief Strategy Officer and Special Advisor to the Executive Team, and Clinton P. Jones, our Co-Founder and Chief Executive Officer.
“GoHealth Holdings, LLC Agreement” refers to GoHealth Holdings, LLC’s amended and restated limited liability company agreement, dated July 15, 2020, and pursuant to which, among other things, holders of any shares of Class B common stock, corresponding to common units which remain subject to vesting conditions in accordance with any applicable equity plan or individual award agreement agreed to abstain from voting any such sharesand (ii) each of Class B common stock at any annual or special meetingour directors, each of stockholders.our named executive officers and all directors and executive officers as a group.
“LLC Interests” referInterest” refers to the common units of GoHealth Holdings, LLC. Each LLC including those that we purchased with a portionInterest (other than LLC Interests held by us) is redeemable from time to time at each holder’s option (subject in certain circumstances to time-based vesting requirements) for, at our election (determined solely by at least two or our independent directors (within the meaning of the net proceedsNASDAQ rules) who are disinterested), shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from our IPO.
“Norvax” refersa secondary offering, a cash payment equal to Norvax,a volume weighted average market price of one share of Class A common stock for each LLC a Delaware limited liability company and a subsidiaryInterest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC.LLC Agreement; provided that, at our election (determined by directors (within the meaning of the NASDAQ rules) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such LLC Interests.
“NVX Holdings” refersEach current holder of an LLC Interest may, subject to NVX Holdings, Inc., a Delaware corporation that is controlled by the Founders.
“Transactions” refer to our IPO and certain organizational transactions that were effected inexceptions, exercise such redemption right for as long as its LLC Interest remain outstanding. In connection with our IPO, we issued to each continuing equity owner, for nominal consideration, one share of Class B common stock for each LLC Interest such continuing equity owner owned. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of LLC Interests Centerbridge and our founders own as of September 6, 2022.
The number of shares beneficially owned by each stockholder as described in this proxy statement is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. The percentage ownership of each individual or entity as of September 6, 2022 is computed on the basis of 132,396,324 shares of our Class A common stock outstanding and 197,070,952 shares of our Class B common stock outstanding. In computing the number of shares beneficially owned by an individual or entity and the applicationpercentage ownership of that person, shares of common stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of September 6, 2022, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. To avoid double-counting the LLC Interests described above (and associated shares of Class B common stock), we have not included the exercise of the net proceeds therefrom.
GoHealth, Inc.redemption right associated with each LLC Interest in the calculation of Shares of Class A Common Stock Beneficially Owned. Unless otherwise indicated, the address of each beneficial owner listed below is a holding company214 West Huron St., Chicago, Illinois 60654. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the sole managing member of GoHealth Holdings, LLC, and its principal asset consists of LLC Interests.shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
5% Stockholders
| | | | | | | | | | | | | | | |
Centerbridge(3) | | | 40,682,961 | | | 30.8% | | | 80,792,677 | | | 41.0% | | | 36.9% |
NVX Holdings(4) | | | 807,300 | | | * | | | 92,677,981 | | | 47.0% | | | 28.4% |
Harris Associates L.P.(5) | | | 6,222,100 | | | 5.1% | | | — | | | — | | | 1.9% |
Blizzard Management Feeder, LLC(6)(7) | | | — | | | — | | | 24,989,468 | | | 12.7% | | | 7.6% |
NEOs and Directors
| | | | | | | | | | | | | | | |
Clinton P. Jones(6)(7)(8) | | | 67,065 | | | * | | | 95,427,969 | | | 48.4% | | | 29.3% |
Brandon M. Cruz(6)(7)(9) | | | 67,065 | | | * | | | 95,427,969 | | | 48.4% | | | 29.3% |
Travis Matthiesen(7)(10) | | | 45,268 | | | * | | | 1,072,404 | | | * | | | * |
Vance Johnston | | | — | | | — | | | — | | | — | | | — |
James A. Sharman(7)(11) | | | 51,969 | | | * | | | 4,951,129 | | | 2.5% | | | 1.5% |
Brian P. Farley(12) | | | 178,759 | | | * | | | — | | | — | | | * |
Vijay Kotte | | | 5,666,667 | | | 4.2% | | | — | | | — | | | 1.7% |
David A. Fisher | | | 605,427 | | | * | | | — | | | — | | | * |