Robert J Sheehy Form 4 Bright Health / Robert J Sheehy ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sheehy Robert J

(Last) (First) (Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 1200

(Street)

MINNEAPOLIS MN 55437

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN OF THE BOARD

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2021

4. If Amendment, Date of 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

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	05/06/2021		G		15,765,831	D	$0	0	D
Common Stock	05/06/2021		G		15,765,831	A	$0	18,701,517	I	By Robert J. Sheehy Revocable Trust(1)
Common Stock	06/28/2021		C		832,604	A	(2)	19,534,121	I	By Robert J. Sheehy Revocable Trust(1)
Common Stock	06/28/2021		C		521,115	A	(3)	20,055,236	I	By Robert J. Sheehy Revocable Trust(1)

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 Securities Underlying Derivative Security (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: 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 A Preferred Stock	(2)	05/06/2021		G			248,115	(2)	(2)	Common Stock	168,407	$0	0	D
Series A Preferred Stock	(2)	05/06/2021		G		248,115		(2)	(2)	Common Stock	168,407	$0	1,226,677	I	By Robert J. Sheehy Revocable Trust(1)
Series A Preferred Stock	(2)	06/28/2021		C			1,226,677	(2)	(2)	Common Stock	832,604	$0	0	I	By Robert J. Sheehy Revocable Trust(1)
Series B Preferred Stock	(3)	06/28/2021		C			173,705	(3)	(3)	Common Stock	521,115	$0	0	I	By Robert J. Sheehy Revocable Trust(1)

Explanation of Responses:

1. Reporting person is trustee.

2. Each share of the Issuer's Series A Preferred Stock converted into shares of the Issuer's common stock on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.

3. Each share of the Issuer's Series B Preferred Stock converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.

	/s/ Eric Halverson for Robert J. Sheehy, Attorney-in-Fact	06/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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