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

Role: 10%+ Owner
Signature: /s/ Sasha Keough, attorney-in-fact
Stock symbol: BHG
Transactions as of: Jun 24, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/24/2021, 09:27 PM
Previous filing: Jun 23, 2021
Next filing: Jun 30, 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
holding	BHG	Series D Preferred							Jun 24, 2021	Common Stock	14.9M		See Note 2	F1, F2
holding	BHG	Series E Preferred							Jun 24, 2021	Common Stock	7.35M		See Note 2	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each share of the Issuer's 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.
F2	The Reporting Person is a manager of NEA 17 GP, LLC ("NEA 17 GP"), which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

Content

Each share of the Issuer's 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.

The Reporting Person is a manager of NEA 17 GP, LLC ("NEA 17 GP"), which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.