Gallogly Mark T Form 4 GoHealth / Jeffrey Aronson 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^*

CCP III Cayman GP Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class B Common Stock	07/17/2020		D(1)		9,572,710	D	$0.00	80,792,677	I	See footnotes(2)(3)

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
LLC Interests	(4)	07/17/2020		D			9,572,710(5)	(4)	(4)	Class A Common Stock	9,572,710	$19.95(5)	80,792,677	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

CCP III Cayman GP Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCP III AIV VII Holdings, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Co-Invest Holdings, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Associates III, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blizzard Aggregator, LLC

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Explanation of Responses:

1. Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the LLC Interests into shares of Class A Common Stock.

2. Consists entirely of LLC Interests or Class B Common Stock held of record by Blizzard Aggregator, LLC ("Blizzard Aggregator").

3. 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 AIV VII Holdings, L.P. ("CCP III") and CB Blizzard Co-Invest Holdings, L.P. ("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 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.

4. The LLC Interests may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering ("IPO") for shares of Class A Common Stock on a 1-to-1 basis.

5. As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the IPO, the Reporting Person redeemed its LLC Interests in exchange for an aggregate consideration of $19.95 per LLC Interest.

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	07/21/2020
	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	07/21/2020
	CENTERBRIDGE ASSOCIATES III, L.P., By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory	07/21/2020
	CCP III CAYMAN GP LTD., By: /s/ Susanne V. Clark, Authorized Signatory	07/21/2020
	BLIZZARD AGGREGATOR, LLC, By: CCP III CAYMAN GP LTD., its sole manager, By: /s/ Susanne V. Clark, Authorized Signatory	07/21/2020
	JEFFREY H. ARONSON, By: /s/ Jeffrey H. Aronson	07/21/2020
	MARK T. GALLOGLY, By: /s/ Mark T. Gallogly	07/21/2020
	** Signature of Reporting Person	Date
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