NeueHealth Form 4 Bright Health / JOSHUA MAKOWER 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^*

MAKOWER JOSHUA

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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)

Director	X	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		10,601,925	A	⁽¹⁾	57,461,346	I	See Note 2⁽²⁾
Common Stock	06/28/2021		C		26,703,498	A	⁽³⁾	84,164,844	I	See Note 2⁽²⁾
Common Stock	06/28/2021		C		19,549,068	A	⁽³⁾	103,713,912	I	See Note 2⁽²⁾
Common Stock	06/28/2021		C		3,327,852	A	⁽³⁾	107,041,764	I	See Note 2⁽²⁾
Common Stock	06/28/2021		C		3,494,244	A	⁽³⁾	3,494,244	I	See Note 4⁽⁴⁾
Common Stock	06/28/2021		C		5,864,718	A	⁽³⁾	5,864,718	I	See Note 5⁽⁵⁾
Common Stock	06/28/2021		C		38,137,197	A	⁽³⁾	44,001,915	I	See Note 5⁽⁵⁾
Common Stock	06/28/2021		C		3,673,284	A	⁽³⁾	47,675,199	I	See Note 5⁽⁵⁾
Common Stock	06/28/2021		P		250,000	A	$18	47,925,199	I	See Note 5⁽⁵⁾
Common Stock	06/28/2021		C		14,942,061	A	⁽³⁾	14,942,061	I	See Note 6⁽⁶⁾
Common Stock	06/28/2021		C		7,346,568	A	⁽³⁾	22,288,629	I	See Note 6⁽⁶⁾
Common Stock	06/28/2021		P		1,694,444	A	$18	23,983,073	I	See Note 6⁽⁶⁾

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	⁽¹⁾	06/28/2021		C			15,619,807	⁽¹⁾	⁽¹⁾	Common Stock	10,601,925	$0.00	0	I	See Note 2⁽²⁾
Series B Preferred	⁽³⁾	06/28/2021		C			8,901,166	⁽³⁾	⁽³⁾	Common Stock	26,703,498	$0.00	0	I	See Note 2⁽²⁾
Series C Preferred	⁽³⁾	06/28/2021		C			6,516,356	⁽³⁾	⁽³⁾	Common Stock	19,549,068	$0.00	0	I	See Note 2⁽²⁾
Series C Preferred	⁽³⁾	06/28/2021		C			1,954,906	⁽³⁾	⁽³⁾	Common Stock	5,864,718	$0.00	0	I	See Note 5⁽⁵⁾
Series D Preferred	⁽³⁾	06/28/2021		C			1,109,284	⁽³⁾	⁽³⁾	Common Stock	3,327,852	$0.00	0	I	See Note 2⁽²⁾
Series D Preferred	⁽³⁾	06/28/2021		C			1,164,748	⁽³⁾	⁽³⁾	Common Stock	3,494,244	$0.00	0	I	See Note 4⁽⁴⁾
Series D Preferred	⁽³⁾	06/28/2021		C			12,712,399	⁽³⁾	⁽³⁾	Common Stock	38,137,197	$0.00	0	I	See Note 5⁽⁵⁾
Series D Preferred	⁽³⁾	06/28/2021		C			4,980,687	⁽³⁾	⁽³⁾	Common Stock	14,942,061	$0.00	0	I	See Note 6⁽⁶⁾
Series E Preferred	⁽³⁾	06/28/2021		C			1,224,428	⁽³⁾	⁽³⁾	Common Stock	3,673,284	$0.00	0	I	See Note 5⁽⁵⁾
Series E Preferred	⁽³⁾	06/28/2021		C			2,448,856	⁽³⁾	⁽³⁾	Common Stock	7,346,568	$0.00	0	I	See Note 6⁽⁶⁾

Explanation of Responses:

1. Each share of the Issuer's Series A Preferred Stock converted into shares of the Issuer's common stock ("Common Stock") on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.

2. The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest.

3. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, 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.

4. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15-OF in which the Reporting Person has no pecuniary interest.

5. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.

6. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Sasha Keough, 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).
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 / JOSHUA MAKOWER ownership change