Stephen Kraus - Jun 24, 2021 Form 3 Insider Report for Bright Health Group Inc. (BHG)

Role: Director
Signature: /s/ Eric Halverson for Steven Kraus, as Attorney in Fact
Stock symbol: BHG
Transactions as of: Jun 24, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/24/2021, 09:49 PM
Next filing: Jun 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BHG	Common Stock						0	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	0		See Footnotes	F2, F3, F5
holding	BHG	Series B Preferred Stock							Jun 24, 2021	Common Stock	0		See Footnotes	F2, F4, F6
holding	BHG	Series C Preferred Stock							Jun 24, 2021	Common Stock	0		See Footnotes	F2, F4, F7
holding	BHG	Series D Preferred Stock							Jun 24, 2021	Common Stock	0		See Footnotes	F2, F4, F8
holding	BHG	Series E Preferred Stock							Jun 24, 2021	Common Stock	0		See Footnotes	F2, F4, F9

* 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	The Reporting Person is a director of Deer X & Co. Ltd. ("Deer X Ltd") which is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of the Century Funds (as defined hereinafter). The Reporting Person disclaims beneficial ownership of the securities held by the Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd and Deer X LP. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds and 15 Angels II LLC ("15 Angels"). The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and 15 Angels, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	As of the date hereof, the Bessemer IX Fund, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels II LLC (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.