NeueHealth SC 13D Bright Health / Greenspring Associates ownership change

NeueHealth (NEUE) SC 13DBright Health / Greenspring Associates ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment ___)*

Bright Health Group, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

10920V 107

(CUSIP Number)

Christopher Ancona

Greenspring Associates, LLC

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

(410) 363-2725

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 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 Section 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, as amended (“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. 10920V 107


1.		Names of Reporting Persons. Greenspring Associates, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Charles Ashton Newhall
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States of America

CUSIP No. 10920V 107


1.		Names of Reporting Persons. James Lim
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States of America

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Global Partners VII-A, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Global Partners VII-C, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Opportunities IV, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Master G, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring SPV VII, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. AU Special Investments, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Opportunities VI, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring Opportunities VI-D, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 10920V 107


1.		Names of Reporting Persons. Greenspring SPV VII-E, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Item 1.

Security and Issuer

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Bright Health Group, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 8000 Norman Center Drive, Suite 1200, Minneapolis, MN 55437.

Item 2.

Identity and Background

(a)

This Schedule 13D is being filed by Greenspring Global Partners VII-A, L.P., Greenspring Global Partners VII-C, L.P., AU Special Investments, L.P., Greenspring Opportunities IV, L.P, Greenspring Opportunities VI, L.P., Greenspring Opportunities VI-D, L.P., Greenspring Master G, L.P., Greenspring SPV VII, L.P., and Greenspring SPV VII-E, L.P. (collectively, the “Greenspring Funds”), Greenspring Associates, LLC (“Greenspring”), C. Ashton Newhall, and James Lim (collectively with the Greenspring Funds, the “Reporting Persons”). Greenspring is the investment manager of the Greenspring Funds, and Mr. Newhall and Mr. Lim are the directors of Greenspring. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

(b)

The address of the principal business office of each of the Reporting Persons is c/o Greenspring Associates, LLC, 100 Painters Mill Road, Suite 700, Owings Mills, MD 21117.

(c)

The principal business of Greenspring is managing funds in connection with purchasing, holding and selling securities for investment purposes. The principal business of the Greenspring Funds is to invest in securities. The principal occupation of Mr. Newhall and Mr. Lim is as the directors of Greenspring.

(d)

During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of 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.

(f)

Each of the Greenspring Funds is a Delaware limited partnership. Greenspring is a Delaware limited liability company. Each of Mr. Newhall and Mr. Lim are United States citizens.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions and at the prices described in Item 5(c). The source of the funds for acquiring these shares was the working capital of the Greenspring Funds.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock reported on this Schedule 13D and hold their shares of Common Stock for investment purposes. Adair Newhall, a Partner at Greenspring, serves as a member of the board of directors of the Issuer.

Each Reporting Person expects to continuously review such person’s investment in the Issuer and, depending on various factors including but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any required regulatory approvals, acquire additional shares of Common Stock, preferred stock or other securities convertible into or exercisable or exchangeable for Common Stock from time to time on the open market, in privately- negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Common Stock.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or distribute some or all of its of his Common Stock or such other securities as it or he owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.

Consistent with their investment intent, each Reporting Person may from time to time discuss with the Issuer’s management, directors, other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions.

Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.

The information set forth in Item 6 below is incorporated by reference to this Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 615,370,214 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on June 25, 2021.

(b)

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.

(c)

Schedule A of this Schedule 13D sets forth the transactions in the Common Stock effected by the Reporting Persons during the past sixty days, and is incorporated by reference into this Item 5(c).

(d)

No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Registration Rights Agreement

The Greenspring Funds and certain of the Issuer’s other investors have entered into a Registration Rights Agreement with the Issuer (the “Registration Rights Agreement”). The stockholders party to the Registration Rights Agreement are entitled to certain customary registration rights with respect to the shares of Common Stock, including “demand” registration rights and “piggyback” registration rights.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement which is filed as an exhibit hereto and incorporated by reference herein.

Lock-up Agreement and Market Stand-Off

In connection with the Issuer’s initial public offering, the Greenspring Funds entered into a lock-up agreement for a period of 180 days with the representatives of the several underwriters (the “Lock-up Agreement”). Pursuant to the Lock-up Agreement, the Greenspring Funds, subject to certain exceptions, agreed not to sell or otherwise transfer any shares of Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock, without the prior consent of the representatives. The Greenspring Funds are also party to market stand-off provisions with the Issuer which imposes restrictions on the sale of shares of Common Stock for a period of 180 days.

Item 7.

Material to be Filed as Exhibits

Exhibit 1 Joint Filing Agreement

Exhibit 2 Power of Attorney

Exhibit 3 Second Amended and Restated Registration Rights Agreement, dated as of November 15, 2018 (incorporated by reference to Exhibit 10.2 of the Issuer’s Registration Statement on Form S-1 (File No. 333-256286))

Exhibit 4 Amendment to Second Amended and Restated Registration Rights Agreement, dated as of May 19, 2021 (incorporated by reference to Exhibit 10.3 of the Issuer’s Registration Statement on Form S-1 (File No. 333-256286))

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2021


GREENSPRING ASSOCIATES, LLC

By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer

*
Charles Ashton Newhall

*
James Lim

* By:	/s/ Eric Thompson
	Eric Thompson
	As attorney-in-fact

GREENSPRING GLOBAL PARTNERS VII-A, L.P.

By:	Greenspring General Partner VII, L.P., its general partner

By:	Greenspring GP VII, Ltd., its general partner

	By:	/s/ Eric Thompson
		Name:	Eric Thompson
		Title:	Chief Operating Officer

GREENSPRING GLOBAL PARTNERS VII-C, L.P.

By:	Greenspring General Partner VII, L.P., its general partner

By:	Greenspring GP VII, Ltd., its general partner

	By:	/s/ Eric Thompson
		Name:	Eric Thompson
		Title:	Chief Operating Officer

AU SPECIAL INVESTMENTS, L.P.

By:	Greenspring FF-GP III, LLC, its general partner

By:	Greenspring SPV, LLC, its managing member

By:	Greenspring Associates, LLC, its sole member



	By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer

GREENSPRING OPPORTUNITIES IV, L.P.

By:	Greenspring Opportunities General Partner IV, L.P., its general partner

By:	Greenspring Opportunities GP IV, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer

GREENSPRING OPPORTUNITIES VI, L.P.

By:	Greenspring Opportunities General Partner VI, L.P, its general partner

By:	Greenspring Opportunities GP VI, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer

GREENSPRING OPPORTUNITIES VI-D, L.P.

By:	Greenspring Opportunities General Partner VI, L.P, its general partner

By:	Greenspring Opportunities GP VI, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer

GREENSPRING MASTER G, L.P.

By:	Greenspring MI-G GP, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
	Name:	Eric Thompson
	Title:	Chief Operating Officer


GREENSPRING SPV VII, L.P.

By:	Greenspring SPV VII GP, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
		Name:	Eric Thompson
		Title:	Chief Operating Officer

GREENSPRING SPV VII-E, L.P.

By:	Greenspring SPV VII GP, LLC, its general partner

By:	Greenspring Associates, LLC, its sole member

	By:	/s/ Eric Thompson
		Name:	Eric Thompson
		Title:	Chief Operating Officer

This Schedule 13G was executed by Eric Thompson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

Schedule A


Record Holder	Date of Transaction		Number of Shares Acquired / (Disposed)		Transaction	Price Per Share
Greenspring Opportunities VI, L.P.		6/25/2021		525,524	Purchase	$	18.00
Greenspring Opportunities VI-D, L.P.		6/25/2021		30,031	Purchase	$	18.00
Greenspring Global Partners VII-A, L.P.		6/28/2021		3,792,549	Conversion		(1	)
Greenspring Global Partners VII-A, L.P.		6/28/2021		1,383,351	Conversion		(2	)
Greenspring Global Partners VII-A, L.P.		6/28/2021		182,100	Conversion		(3	)
Greenspring Global Partners VII-C, L.P.		6/28/2021		365,886	Conversion		(1	)
Greenspring Global Partners VII-C, L.P.		6/28/2021		133,458	Conversion		(2	)
Greenspring Global Partners VII-C, L.P.		6/28/2021		17,568	Conversion		(3	)
Greenspring Opportunities IV, L.P.		6/28/2021		13,663,695	Conversion		(1	)
Greenspring Opportunities IV, L.P.		6/28/2021		6,302,811	Conversion		(2	)
Greenspring Opportunities IV, L.P.		6/28/2021		798,684	Conversion		(3	)
Greenspring Opportunities IV, L.P.		6/28/2021		293,862	Conversion		(4	)
Greenspring Master G, L.P.		6/28/2021		1,996,710	Conversion		(3	)
Greenspring Master G, L.P.		6/28/2021		293,862	Conversion		(4	)
Greenspring SPV VII, L.P.		6/28/2021		1,996,710	Conversion		(3	)
Greenspring SPV VII, L.P.		6/28/2021		215,862	Conversion		(4	)
AU Special Investments, L.P.		6/28/2021		8,246,418	Conversion		(3	)
Greenspring Opportunities VI, L.P.		6/28/2021		2,779,776	Conversion		(4	)
Greenspring Opportunities VI-D, L.P.		6/28/2021		158,853	Conversion		(4	)
Greenspring SPV VII-E, L.P.		6/28/2021		418,221	Conversion		(4	)

(1)	Issued in connection with the conversion of the Issuer’s Series B preferred stock upon the closing of the Issuer’s initial public offering.

(2)	Issued in connection with the conversion of the Issuer’s Series C preferred stock upon the closing of the Issuer’s initial public offering.

(3)	Issued in connection with the conversion of the Issuer’s Series D preferred stock upon the closing of the Issuer’s initial public offering.

(4)	Issued in connection with the conversion of the Issuer’s Series E preferred stock upon the closing of the Issuer’s initial public offering.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

0

Shared Voting Power

43,595,931

Sole Dispositive Power

0

Shared Dispositive Power

43,595,931