NeueHealth (NEUE) Form 4 Bright Health / Adair Newhall 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^*

Newhall Adair

(Last) (First) (Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 1200

(Street)

MINNEAPOLIS MN 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2021		C		129,786	A	(1)	129,786	I	See Footnotes(2)(4)
Common Stock	06/28/2021		C		14,031	A	(1)	143,817	I	See Footnotes(2)(4)
Common Stock	06/28/2021		C		80,811	A	(1)	80,811	I	See Footnotes(3)(4)

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
Series D Preferred Stock	(1)	06/28/2021		C			43,262	(1)	(1)	Common Stock	129,786	$0	0	I	See Footnotes(2)(4)
Series E Preferred Stock	(1)	06/28/2021		C			4,677	(1)	(1)	Common Stock	14,031	$0	0	I	See Footnotes(2)(4)
Series E Preferred Stock	(1)	06/28/2021		C			26,937	(1)	(1)	Common Stock	80,811	$0	0	I	See Footnotes(3)(4)

Explanation of Responses:

1. Each share of the Issuer's Series D Preferred Stock and Series E Preferred Stock converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.

2. Held directly by Greenspring SPV VII, L.P.

3. Held directly by Greenspring SPV VII-E, L.P. (together with Greenspring SPV VII, L.P., the "Funds").

4. The Reporting Person is a Partner of Greenspring Associates, LLC, which is the investment manager of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

Remarks:

This Form 4 includes securities reported on the Form 3 filed on June 24, 2021 by the Reporting Person in connection with the Issuer's initial public offering, and reported transactions effected prior to the Issuer's initial public offering reflect post-stock split numbers.

	/s/ Eric Halverson for Adair Newhall, Attorney-in-Fact	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).
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