NeueHealth (NEUE) Form 3 Bright Health / Adair Newhall ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021

3. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	(1)	(1)	Common Stock	129,786	(1)	I	See Footnotes(2)(3)
Series E Preferred Stock	(1)	(1)	Common Stock	14,031	(1)	I	See Footnotes(2)(3)
Series E Preferred Stock	(1)	(1)	Common Stock	80,811	(1)	I	See Footnotes(3)(4)

Explanation of Responses:

1. Each share of the Issuer's Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of the Issuer's common stock ("Common Stock") on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

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

3. 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.

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

	/s/ Eric Halverson for Adair Newhall, Attorney-in-Fact	06/24/2021
	** 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 5 (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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