| Simpson Thacher & Bartlett llp | ||
425 lexington avenue new york, ny 10017-3954
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telephone: +1-212-455-2000 facsimile: +1-212-455-2502 | ||
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(650) 251-5110 (212) 455-7862 | E-mail Address
wbrentani@stblaw.com hui.lin@stblaw.com | |
VIA EDGAR
June 15, 2021
| Re: | Bright Health Group, Inc. Registration Statement on Form S-1 Filed June 15, 2021 |
Eric Envall
J. Nolan McWilliams
Mark Brunhofer
Sharon Blume
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of Bright Health Group, Inc. (the “Company”), we hereby transmit via EDGAR for filing under the Securities Act of 1933, as amended, Amendment No. 2 to the Registration Statement on Form S-1 (Form No. 333-256286) (the “Registration Statement”) relating to the proposed offering of the Company’s common stock. The Company has revised the Registration Statement to reflect changes in the sections entitled “Summary Historical and Pro Forma Consolidated Financial and Other Data,” “Capitalization,” “Dilution,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s unaudited condensed consolidated financial statements, in each case, in response to oral comments from the staff on June 11, 2021, as well as to provide certain other updates with respect to the offering and the Company, including changes previously provided to the staff of the via a correspondence letter dated June 10, 2021.
* * * * * * *
| Securities and Exchange Commission | -2- | June 15, 2021 |
Please do not hesitate to call William Brentani at (650) 251-5110 or Hui Lin at (212) 455-7862 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
| Very truly yours, | |
| /s/ Simpson Thacher & Bartlett LLP | |
| Simpson Thacher & Bartlett LLP |
| cc: | Bright Health Group, Inc. |
G. Mike Mikan
Catherine R. Smith
Keith Nelsen
Goodwin Procter LLP
Bradley C. Weber
Gregg L. Katz
Kim S. de Glossop