George Lawrence Mikan III - Mar 31, 2021 Form 4 Insider Report for Bright Health Group Inc. (BHG)

Role
CEO and President, Director
Signature
/s/ Eric Halverson for George Lawrence Mikan III, Attorney-in-Fact
Stock symbol
BHG
Transactions as of
Mar 31, 2021
Transactions value $
$0
Form type
4
Date filed
6/30/2021, 09:23 PM
Next filing
Jun 24, 2021

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
transaction BHG Restricted Stock Units Award $0 +7.35M $0.00 7.35M Jun 28, 2021 Common Stock 7.35M Direct F1, F2, F3
transaction BHG Stock Options (Right to Buy) Gift $0 -3.6M -31.87% $0.00 7.7M Mar 31, 2021 Common Stock 3.6M $1.04 Direct F4
transaction BHG Stock Options (Right to Buy) Gift $0 +3.6M $0.00 3.6M Mar 31, 2021 Common Stock 3.6M $1.04 By spouse F4
transaction BHG Stock Options (Right to Buy) Gift $0 -3.6M -100% $0.00* 0 May 11, 2021 Common Stock 3.6M $1.04 By spouse F4
transaction BHG Stock Options (Right to Buy) Gift $0 +3.6M $0.00 3.6M May 11, 2021 Common Stock 3.6M $1.04 By Mikan Family Enterprise, LLC F4
holding BHG Stock Options (Right to Buy) 7.7M Mar 31, 2021 Common Stock 7.7M $1.04 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock").
F2 These performance-based restricted stock units ("PSUs") shall vest if the performance conditions described below are met as follows: if (a) a price per share goal described below is achieved before the third anniversary of the date of grant (June 28, 2024), the corresponding PSUs shall remain unvested and require the Reporting Person to remain employed through such third anniversary date, and (b) a price per share goal described below is achieved after such third anniversary date, the corresponding PSUs shall vest upon the achievement of such price per share goal.
F3 These PSUs shall vest as follows if the following price per share goals are met prior to the fifth anniversary of the date of grant (June 28, 2026): (a) 25% of the PSUs shall vest if the average closing stock price per share of the Common Stock measured over 30 consecutive trading days (the "Average Price") exceeds $27.00, (b) 25% of the PSUs shall vest if the Average Price exceeds $36.00, (c) 25% of the PSUs shall vest if the Average Price exceeds $45.00, and (d) 25% of the PSUs shall vest if the Average Price exceeds $54.00. If any such price per share goal stated above is not achieved by the fifth anniversary of the grant, the corresponding PSUs shall be forfeited.
F4 These stock options are fully vested.
F5 These stock options vest over four years as follows: (a) 25% vested on January 15, 2020 and (b) 1/48 of the original grant amount (of 11,295,000) vests in monthly installments for the following three years. This footnote corrects the date the first 25% vested that was reported on the Form 3 filed by the Reporting Person.

Remarks:

This Form 3 includes securities reported on the Form 3 filed on June 24, 2021 by the Reporting Person in connection with the Issuer's initial public offering, and reported transactions effected prior to the Issuer's initial public offering reflect post-stock split numbers.