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 9000

(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)
10/17/2022

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

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 B Convertible Perpetual Preferred Stock	(1)	10/17/2022		A		448		(1)	(2)(3)	Common Stock	316,174	$1,000	448	I	See Note 4.(4)
Series B Convertible Perpetual Preferred Stock	(1)	10/17/2022		A		39		(1)	(2)(3)	Common Stock	27,524	$1,000	39	I	See Note 5.(5)
Series B Convertible Perpetual Preferred Stock	(1)	10/17/2022		A		1,526		(1)	(2)(3)	Common Stock	1,076,970	$1,000	1,526	I	See Note 6.(6)
Series B Convertible Perpetual Preferred Stock	(1)	10/17/2022		A		87		(1)	(2)(3)	Common Stock	61,400	$1,000	87	I	See Note 7.(7)

Explanation of Responses:

1. The Issuer's Series B Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $1.4169) as of the applicable conversion date, subject to anti-dilution adjustments.

2. The Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 287% of the then- applicable conversion price (initially $4.07) for (x) each of at least 20 in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3]

3. [Continuation of Note 2] At any time on or after the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date.

4. Held directly by StepStone VC Opportunities V, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities V, L.P.

5. Held directly by StepStone VC Opportunities V-D, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities V-D, L.P.

6. Held directly by StepStone VC Opportunities VI, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities VI, L.P.

7. Held directly by StepStone VC Opportunities VI-D, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities VI-D, L.P.

Remarks:

The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by each of StepStone VC Opportunities V, L.P., StepStone VC Opportunities V-D, L.P., StepStone VC Opportunities VI, L.P., and StepStone VC Opportunities VI-D, L.P., except to the extent of any pecuniary interest therein.

	Eric Halverson, for Adair Newhall, Attorney-in-Fact	10/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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