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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2020 | 3. Issuer Name and Ticker or Trading Symbol GoHealth, Inc. [ GOCO ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Class A Common Stock | 40,682,961 | I | See Footnotes(1)(2) |
Class B Common Stock | 90,365,387 | I | See Footnotes(2)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
LLC Interests | (3) | (3) | Class A Common Stock | 90,365,387 | (3) | I | See Footnotes(2)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Consists of 23,129,333 Class A shares held of record by CCP III AIV VII Holdings, L.P. ("CCP III") and 17,553,628 Class A shares held of record by CB Blizzard Co-Invest Holdings, L.P. ("CB Blizzard"). |
2. CCP III Cayman GP Ltd. ("CCP GP") is the general partner of Centerbridge Associates III, L.P. ("Centerbridge Associates"), which is the general partner of each of CCP III and CB Blizzard and may be deemed to share beneficial ownership over the shares held of record by CCP III and CB Blizzard. CCP GP is the sole manager of Blizzard Aggregator, LLC ("Blizzard Aggregator") and may be deemed to share beneficial ownership over the shares held of record by Blizzard Aggregator. As the directors of CCP GP, Jeffrey H. Aronson and Mark T. Gallogly may be deemed to share beneficial ownership with respect to the shares held by each of CCP III, CB Blizzard and Blizzard Aggregator. Such persons and entities disclaim beneficial ownership of the shares held by each of CCP III, CB Blizzard and Blizzard Aggregator, except to the extent of any proportionate pecuniary interest therein. |
3. The LLC Interests may be redeemed by a Reporting Person at any time on or following the closing of the Initial Public Offering for shares of Class A Common Stock on a 1-to-1 basis. |
4. Consists entirely of LLC Interests held of record by Blizzard Aggregator. |
Remarks: |
CCP III AIV VII HOLDINGS, L.P., By: CENTERBRIDGE ASSOCIATES III, L.P., its general partner, By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory | 07/15/2020 | |
CB BLIZZARD CO-INVEST HOLDINGS, L.P., By: CENTERBRIDGE ASSOCIATES III, L.P., its general partner, By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory | 07/15/2020 | |
CENTERBRIDGE ASSOCIATES III, L.P., By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory | 07/15/2020 | |
CCP III CAYMAN GP LTD., By: /s/ Susanne V. Clark, Authorized Signatory | 07/15/2020 | |
BLIZZARD AGGREGATOR, LLC, By: CCP III CAYMAN GP LTD., its sole manager, By: /s/ Susanne V. Clark, Authorized Signatory | 07/15/2020 | |
JEFFREY H. ARONSON, By: /s/ Jeffrey H. Aronson | 07/15/2020 | |
MARK T. GALLOGLY, By: /s/ Mark T. Gallogly | 07/15/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |