UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bright Health Group, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
10920V107
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD 21093
(410) 842-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10920V107 | 13D | Page 2 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
New Enterprise Associates 15, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 3 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA Partners 15, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 4 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA 15 Opportunity Fund, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 5 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA Partners 15-OF, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 6 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA 15 GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 10920V107 | 13D | Page 7 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
New Enterprise Associates 16, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER 218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 8 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA Partners 16, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 9 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA 16 GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 10920V107 | 13D | Page 10 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
New Enterprise Associates 17, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 11 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA Partners 17, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 12 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA 17 GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 10920V107 | 13D | Page 13 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA BH SPV, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 14 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA BH SPV II, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 10920V107 | 13D | Page 15 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA BH SPV GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 10920V107 | 13D | Page 16 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Forest Baskett
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 17 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Ali Behbahani
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
107,617,617 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
107,617,617 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,617,617 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 18 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Carmen Chang
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
107,617,617 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
107,617,617 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,617,617 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 19 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Anthony A. Florence, Jr.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 20 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Liza Landsman
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
59,692,418 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
59,692,418 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,692,418 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 21 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Mohamad H. Makhzoumi
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 22 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Edward T. Mathers
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
59,692,418 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
59,692,418 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,692,418 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 23 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Scott D. Sandell
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 24 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Peter W. Sonsini
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
218,153,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
218,153,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,153,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 25 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Paul Walker
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
107,617,617 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
107,617,617 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,617,617 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 26 of 45 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Rick Yang
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
59,692,418 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
59,692,418 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,692,418 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 10920V107 | 13D | Page 27 of 45 Pages |
| Item 1. | Security and Issuer. |
Item 1 of the Schedule 13D is amended and supplemented as follows:
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 26, 2021 relating to the Common Stock, $.0001 par value (the “Common Stock”), of Bright Health Group, Inc. (the “Issuer”) having its principal executive office at 8000 Norman Center Drive, Suite 1200, Minneapolis, MN 55437.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is amended and restated as follows:
This Amendment No. 1 is being filed by:
(i) New Enterprise Associates 15, L.P. (“NEA 15”); NEA 15 Opportunity Fund, L.P. (“NEA 15-OF”); New Enterprise Associates 16, L.P. (“NEA 16”); New Enterprise Associates 17, L.P. (“NEA 17” and, collectively with NEA 15, NEA 15-OF and NEA 16, the “NEA Venture Funds”);
(ii) NEA BH SPV, L.P. (“NEA BH”) and NEA BH SPV II, L.P. (“NEA BH II” and, together with NEA BH, the “SPVs”);
(iii) NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; NEA Partners 15-OF, L.P. (“NEA Partners 15-OF”), which is the sole general partner of NEA 15-OF; NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; NEA Partners 17, L.P. (“NEA Partners 17”, and, collectively with NEA Partners 15, NEA Partners 15-OF and NEA Partners 16, the “GPLPs”), which is the sole general partner of NEA 17; NEA 15 GP, LLC (“NEA 15 LLC”), which is the sole general partner of NEA Partners 15 and NEA Partners 15-OF; NEA 16 GP, LLC (“NEA 16 LLC”), which is the sole general partner of NEA Partners 16; NEA 17 GP, LLC (“NEA 17 LLC” and, collectively with NEA 15 GP and NEA 16 GP, the “GP LLCs”), which is the sole general partner of NEA Partners 17; NEA BH SPV GP, LLC (“NEA BH LLC” and, collectively with the GPLPs and the GP LLCs, the “Control Entities”), which is the sole general partner of NEA BH and NEA BH II; and
(iv) Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Liza Landsman (“Landsman”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”), and Joshua Makower (“Makower”).
Baskett, Florence, Makhzoumi, Sandell and Sonsini (the “Trial Managers”) are managers of NEA 15 LLC, NEA 16 LLC, and NEA 17 LLC. Behbahani, Chang, and Walker (the “Dual Managers”) are managers of NEA 16 LLC and NEA 17 LLC. Landsman, Mathers and Yang (the “Singular Managers”) are managers of NEA 17 LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons” and the NEA Venture Funds and SPVs are referred to herein collectively as the “Funds.”
The address of the principal business office of the Funds, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Behbahani and Mathers is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Sonsini, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence and Landsman is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of the Funds and the GPLPs is a Delaware limited partnership. Each of the GP LLCs and NEA BH LLC is a Delaware limited liability company. Each of the Managers is a United States citizen.
CUSIP No. 10920V107 | 13D | Page 28 of 45 Pages |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is amended and supplemented as follows:
On December 6, 2021, NEA 17 and another purchase party entered into an Investment Agreement (the “Investment Agreement”) with the Issuer, pursuant to which NEA 17 has agreed to purchase 200,000 shares of the Issuer’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) for an aggregate purchase price of $200.0 million, or $1,000 per share. The other purchaser has agreed to purchase 550,000 shares of Preferred Stock, for an aggregate of 750,000 shares.
The working capital of NEA 17 will be the source of the funds for the purchase of the shares by NEA 17. No part of the purchase price of the shares will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 17 Shares.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended and supplemented as follows:
The information set forth in Item 6 of this Amendment No. 1 is incorporated by reference into this Item 4.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated as follows:
| NEA 15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. NEA 15-OF is the record owner of the NEA 15-OF Shares. As the general partner of NEA 15-OF, NEA Partners 15-OF may be deemed to own beneficially the NEA 15-OF Shares. As the sole general partner of NEA Partners 15 and NEA Partners 15-OF, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares and the NEA 15-OF Shares. |
NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares.
NEA 17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to own beneficially the NEA 17 Shares.
NEA BH is the record owner of the NEA BH Shares. NEA BH II is the record owner of the NEA BH II Shares. As the sole general partner of NEA BH and NEA BH II, NEA BH LLC may be deemed to own beneficially the NEA BH Shares and the NEA BH II Shares.
By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares. As general partners of the NEA Venture Funds, each of the GPLPs may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 15 and NEA Partners 15-OF, NEA 15 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA BH and NEA BH II, NEA BH LLC may also be deemed to own beneficially the Firm Shares.
CUSIP No. 10920V107 | 13D | Page 29 of 45 Pages |
As individual managers of NEA 15 LLC, NEA 16 LLC and NEA 17 LLC, each of the Trial Managers may be deemed to own beneficially all of the Firm Shares. As managers of NEA 16 LLC and NEA 17 LLC, each of the Dual Managers may be deemed to own beneficially the NEA 16 Shares, the NEA 17 Shares, the NEA BH Shares and the NEA BH II Shares. As managers of NEA 17 LLC, each of the Singular Managers may be deemed to own beneficially the NEA 17 Shares, the NEA BH Shares and the NEA BH II Shares.
Each Reporting Person disclaims beneficial ownership of the Firm Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 628,315,180 shares of Common Stock reported to be outstanding by the Issuer as of November 4, 2021 on its Form 10-Q filed with the Securities Exchange Commission on November 15, 2021 (the “Prospectus”).
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets. |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | Makower has ceased to own beneficially 5% or more of the Issuer’s Common Stock as a result of ceasing to be a manager of the GP LLCs. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is amended and supplemented as follows:
The closing of the sale of the shares of Preferred Stock pursuant to the Investment Agreement is conditioned upon certain closing conditions, and will not occur prior to January 3, 2022, unless otherwise agreed by NEA 17 and the other purchaser party to the Investment Agreement.
The Preferred Stock will rank senior to the shares of the Issuer’s Common Stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer. The Preferred Stock will have an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Holders of the Preferred Stock will be entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations designating the Preferred Stock, the form of which is attached as Exhibit A to the Investment Agreement (the “Certificate of Designations”). Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Preferred Stock, or any combination thereof, at the sole discretion of the Issuer.
The Preferred Stock will be convertible at the option of the holders into (I) the number of shares of Common Stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $4.55) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti-dilution adjustments. At any time after the third anniversary of the Closing Date, if the closing price per share of Common Stock on the NYSE was greater than $7.96 for (x) each of at least twenty (20) trading days in any period of thirty (30) consecutive trading days and (y) the last trading day immediately before the Issuer provides the holders with notice of its election to convert all of the Preferred Stock into the relevant number of shares of Common Stock, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock.
CUSIP No. 10920V107 | 13D | Page 30 of 45 Pages |
Under the Certificate of Designations, holders of the Preferred Stock will be entitled to vote with the holders of the Common Stock on an as-converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the Common Stock) or (ii) the issuance of capital stock by the Issuer in connection with an acquisition by the Issuer (to the extent such issuance is submitted to a vote of the holders of the Common Stock), subject to certain restrictions. Holders of the Preferred Stock will be entitled to a separate class vote with respect to, among other things, amendments to the Issuer’s organizational documents that have an adverse effect on the Preferred Stock, authorizations or issuances by the Issuer of securities that are senior to the Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Preferred Stock after the closing date.
At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the closing date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the closing date. Upon certain change of control events involving the Issuer, the holders of the Preferred Stock may, at such holder’s election (i) convert their shares of Preferred Stock into Common Stock at the then-current conversion price or require the Issuer to purchase all or a portion of such holder’s shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to the seventh anniversary of the closing date, the product of 105% multiplied by the sum of (x) the liquidation preference of such share of Preferred Stock (reflecting increases for compounded dividends) plus (y) the accrued dividends in respect of such share of Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after the seventh anniversary of the closing date, the sum of (x) the liquidation preference (reflecting increases for compounded dividends) of such share of Preferred Stock plus (y) the accrued dividends in respect of such share of Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Preferred Stock had been converted into Common Stock immediately prior to the change of control.
NEA 17 and the other purchaser and its affiliates will have certain customary registration rights with respect to shares of the Preferred Stock and the shares of the Common Stock held by the Purchaser issued upon any future conversion of the Preferred Stock pursuant to the terms of the Issuer’s existing registration rights agreement, as amended, and as further amended by an amendment contemplated by the Investment Agreement.
The foregoing description of the terms of the Preferred Stock, the Investment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Investment Agreement, which is attached hereto as Exhibit 4 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
CUSIP No. 10920V107 | 13D | Page 31 of 45 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 29, 2021
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P. General Partner |
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 OPPORTUNITY FUND, L.P.
| By: | NEA PARTNERS 15-OF, L.P. General Partner |
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
CUSIP No. 10920V107 | 13D | Page 32 of 45 Pages |
NEA PARTNERS 15-OF, L.P.
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA PARTNERS 16, L.P. General Partner |
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
CUSIP No. 10920V107 | 13D | Page 33 of 45 Pages |
NEA PARTNERS 16, L.P.
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
CUSIP No. 10920V107 | 13D | Page 34 of 45 Pages |
NEW ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA PARTNERS 17, L.P. General Partner |
| By: | NEA 17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 17, L.P.
| By: | NEA 17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 17 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Liza Landsman
*
Mohamad H. Makhzoumi
CUSIP No. 10920V107 | 13D | Page 35 of 45 Pages |
*
Edward T. Mathers
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*
Rick Yang
NEA BH SPV, L.P.
| By: | NEA BH SPV GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA BH SPV II, L.P.
| By: | NEA BH SPV GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA BH SPV GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
CUSIP No. 10920V107 | 13D | Page 36 of 45 Pages |
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Liza Landsman
*
Mohamad H. Makhzoumi
*
Edward T. Mathers
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*
Rick Yang
*By: /s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP No. 10920V107 | 13D | Page 37 of 45 Pages |
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Bright Health Group, Inc.
EXECUTED this 29th day of December, 2021.
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P. General Partner |
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 OPPORTUNITY FUND, L.P.
| By: | NEA PARTNERS 15-OF, L.P. General Partner |
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
CUSIP No. 10920V107 | 13D | Page 38 of 45 Pages |
NEA PARTNERS 15-OF, L.P.
| By: | NEA 15 GP, LLC General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA PARTNERS 16, L.P. General Partner |
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
CUSIP No. 10920V107 | 13D | Page 39 of 45 Pages |
NEA PARTNERS 16, L.P.
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
CUSIP No. 10920V107 | 13D | Page 40 of 45 Pages |
NEW ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA PARTNERS 17, L.P. General Partner |
| By: | NEA 17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 17, L.P.
| By: | NEA 17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 17 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Liza Landsman
*
Mohamad H. Makhzoumi
CUSIP No. 10920V107 | 13D | Page 41 of 45 Pages |
*
Edward T. Mathers
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*
Rick Yang
NEA BH SPV, L.P.
| By: | NEA BH SPV GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA BH SPV II, L.P.
| By: | NEA BH SPV GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA BH SPV GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Ali Behbahani
CUSIP No. 10920V107 | 13D | Page 42 of 45 Pages |
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Liza Landsman
*
Mohamad H. Makhzoumi
*
Edward T. Mathers
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*
Rick Yang
*By: /s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP No. 10920V107 | 13D | Page 43 of 45 Pages |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ P. Justin Klein
P. Justin Klein
CUSIP No. 10920V107 | 13D | Page 44 of 45 Pages |
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang
CUSIP No. 10920V107 | 13D | Page 45 of 45 Pages |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of herself as an individual or in her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of April, 2021.
/s/ Liza Landsman
Liza Landsman