NeueHealth (NEUE) Form 4 Bright Health / JEFFREY FOLICK 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

FOLICK JEFFREY

(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)
01/03/2021

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	01/03/2021		M		11,385	A	$0.6267	1,196,247(1)	D
Common Stock	03/03/2021		M		22,767	A	$0.6267	1,219,014	D
Common Stock	04/03/2021		M		11,382	A	$0.6267	1,230,396	D
Common Stock	05/03/2021		M		11,385	A	$0.6267	1,241,781	D
Common Stock	06/28/2021		C		106,271	A	(2)	1,348,052	D
Common Stock	06/28/2021		C		92,823	A	(3)	1,440,875	D
Common Stock	06/28/2021		C		96,237	A	(3)	1,537,112	D
Common Stock	06/28/2021		C		39,933	A	(3)	1,577,045	D

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
Stock Options (Right to Buy)	$0.6267	01/03/2021		M			11,385	(2)	04/03/2028	Common Stock	11,385	$0	170,754	D
Stock Options (Right to Buy)	$0.6267	03/03/2021		M			22,767	(2)	04/03/2028	Common Stock	22,767	$0	147,987	D
Stock Options (Right to Buy)	$0.6267	04/03/2021		M			11,382	(2)	04/03/2028	Common Stock	11,382	$0	136,605	D
Stock Options (Right to Buy)	$0.6267	05/03/2021		M			11,385	(2)	04/03/2028	Common Stock	11,385	$0	125,220	D
Series A Preferred Stock	(3)	06/28/2021		C			156,570	(3)	(3)	Common Stock	106,271	$0	0	D
Series B Preferred Stock	(4)	06/28/2021		C			30,941	(4)	(4)	Common Stock	92,823	$0	0	D
Series C Preferred Stock	(4)	06/28/2021		C			32,079	(4)	(4)	Common Stock	96,237	$0	0	D
Series D Preferred Stock	(4)	06/28/2021		C			13,311	(4)	(4)	Common Stock	39,933	$0	0	D

Explanation of Responses:

1. Reflects 1-for-3 forward stock split effected on June 2, 2021.

2. These stock options vest over four years as follows: (a) 25% vested on April 3, 2019 (one year after the grant date), and (b) 1/48 of the original grant amount (of 546,411) vests in monthly installments for the following three years.

3. Each share of the Issuer's Series A Preferred Stock converted into shares of the Issuer's 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.

4. Each share of the Issuer's Preferred Stock Series, B, C and D 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.

	/s/ Eric Halverson for Jeffrey Folick, 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.