NeueHealth Form 4 Bright Health / Stephen Kraus 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^*

Kraus Stephen

(Last)

(First)

(Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 1200

(Street)

MINNEAPOLIS

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2021		C		0	A	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/28/2021		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Series B Preferred Stock	⁽²⁾	06/28/2021		C			0	⁽²⁾	⁽²⁾	Common Stock	0	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Series C Preferred Stock	⁽²⁾	06/28/2021		C			0	⁽²⁾	⁽²⁾	Common Stock	0	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹²⁾
Series D Preferred Stock	⁽²⁾	06/28/2021		C			0	⁽²⁾	⁽²⁾	Common Stock	0	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹³⁾
Series E Preferred Stock	⁽²⁾	06/28/2021		C			0	⁽²⁾	⁽²⁾	Common Stock	0	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁴⁾

Explanation of Responses:

1. Each share of the Issuer's Series A Preferred Stock automatically converted into Common Stock on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

2. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

3. As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") own 35,891,982 shares of Common Stock, 28,754,955 shares of Common Stock, 2,090,325 shares of Common Stock, 13,189,833 shares of Common Stock and 10,629 shares of Common Stock, respectively.

4. Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds.

5. (Continued from footnote 4)This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

6. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in 15 Angels. The Reporting Person has an indirect, passive economic interest in the shares held by the 15 Angels. The Reporting Person disclaims beneficial ownership of the securities held by 15 Angels except to the extent of his pecuniary interest, if any,

7. (Continued from footnote 6) in such securities by virtue of his indirect interest in 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

8. Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds. Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P., its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the shares of the Issuer held by Bessemer Century and Bessemer Century Institutional. The Reporting Person is a director of "Deer X Ltd" which is the general partner of "Deer X LP",

9. (Continued from footnote 8) which is the general partner of the Bessemer Century Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd and Deer X LP. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

10. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series A Preferred Stock.

11. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock.

12. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock.

13. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series D Preferred Stock.

14. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels each own 0 shares of Series E Preferred Stock.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Stephen Kraus	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).
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.

NeueHealth (NEUE) Form 4Bright Health / Stephen Kraus ownership change