Bessemer Venture Partners IX L.P. - Jun 24, 2021 Form 3 Insider Report for Bright Health Group Inc. (BHG)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.
Stock symbol: BHG
Transactions as of: Jun 24, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/24/2021, 09:43 PM
Previous filing: May 20, 2021
Next filing: Jun 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BHG	Common Stock						33.8M	Jun 24, 2021	See Footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BHG	Series A Preferred Stock							Jun 24, 2021	Common Stock	7.65M		See Footnotes	F2, F5, F7
holding	BHG	Series B Preferred Stock							Jun 24, 2021	Common Stock	8.91M		See Footnotes	F2, F6, F8
holding	BHG	Series C Preferred Stock							Jun 24, 2021	Common Stock	9.77M		See Footnotes	F2, F6, F9
holding	BHG	Series D Preferred Stock							Jun 24, 2021	Common Stock	12M		See Footnotes	F2, F3, F6, F10
holding	BHG	Series E Preferred Stock							Jun 24, 2021	Common Stock	7.81M		See Footnotes	F2, F3, F4, F6, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX") and Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional") (collectively, the "Bessemer IX Funds") own 18,773,106 shares of Issuer common stock ("Common Stock") and 15,040,125 shares of Common Stock, respectively.
F2	Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.
F3	Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer X Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer X Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer X Funds. Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P., its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the shares of the Company held by Bessemer Century and Bessemer Century Institutional.
F4	Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels II LLC ("15 Angels"). Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in 15 Angels.
F5	Each share of the Issuer's Series A Preferred Stock will automatically convert into Common Stock on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
F6	Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
F7	As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series A Preferred Stock that is convertible into 4,247,406 shares of Common Stock and 3,402,819 shares of Common Stock, respectively.
F8	As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series B Preferred Stock that is convertible into 4,947,423 shares of Common Stock and 3,963,642 shares of Common Stock, respectively.
F9	As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series C Preferred Stock that is convertible into 5,426,820 shares of Common Stock and 4,347,711 shares of Common Stock, respectively.
F10	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own Issuer Series D Preferred Stock that is convertible into 1,108,575 shares of Common Stock, 888,138 shares of Common Stock, 1,365,750 shares of Common Stock and 8,617,809 shares of Common Stock, respectively.
F11	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels (collectively, the "Bessemer Funds") own Issuer Series E Preferred Stock that is convertible into 1,388,652 shares of Common Stock, 1,112,520 shares of Common Stock, 724,575 shares of Common Stock, 4,572,024 shares of Common Stock and 10,629 shares of Common Stock, respectively.