Smith Cathy R Form 3 Bright Health / Cathy R Smith ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith Cathy R

(Last) (First) (Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 1200

(Street)

MINNEAPOLIS MN 55437

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO & Administrative Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	137,499	D
Common stock	900,000	I	By The Smith Family Grantor Retained Annuity Trust(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	11/04/2029	Common Stock	1,694,877	1.773	D
Stock Options (Right to Buy)	(3)	02/19/2030	Common Stock	412,500	1.773	D
Stock Options (Right to Buy)	(4)	11/19/2030	Common Stock	450,000	2.3	D
Stock Options (Right to Buy)	(5)	02/19/2031	Common Stock	1,200,000	2.3	D

Explanation of Responses:

1. Catherine R. Smith and Ryan T. Smith are the sole trustees.

2. These stock options vest over four years as follows: (a) 25% vested on November 4, 2020 (one year after the grant date), and (b) 1/48 of the original grant amount (2,550,000) vests in monthly installments for the following three years.

3. These stock options vest over four years as follows: (a) 25% vested on February 19, 2021 (one year after the grant date), and (b) 1/48 of the original grant amount (600,000) vests in monthly installments for the following three years.

4. These stock options vest over four years as follows: (a) 25% vests on November 19, 2021 (one year after the grant date), and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.

5. These stock options vest over four years as follows: (a) 25% vests June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.

	/s/ Eric Halverson for Catherine R. Smith, Attorney-in-Fact	06/24/2021
	** 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 5 (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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