Nea 15 Gp, Llc - Jun 28, 2021 Form 4 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 28, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/30/2021, 09:27 PM
Previous filing: Jun 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHG	Common Stock	Conversion of derivative security		+10.6M	+22.62%		57.5M	Jun 28, 2021	See Note 2	F1, F2
transaction	BHG	Common Stock	Conversion of derivative security		+26.7M	+46.47%		84.2M	Jun 28, 2021	See Note 2	F2, F3
transaction	BHG	Common Stock	Conversion of derivative security		+19.5M	+23.23%		104M	Jun 28, 2021	See Note 2	F2, F3
transaction	BHG	Common Stock	Conversion of derivative security		+3.33M	+3.21%		107M	Jun 28, 2021	See Note 2	F2, F3
transaction	BHG	Common Stock	Conversion of derivative security		+3.49M			3.49M	Jun 28, 2021	See Note 4	F3, F4

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	Series A Preferred	Conversion of derivative security	$0	-15.6M	-100%	$0.00^*	0	Jun 28, 2021	Common Stock	10.6M		See Note 2	F1, F2
transaction	BHG	Series B Preferred	Conversion of derivative security	$0	-8.9M	-100%	$0.00^*	0	Jun 28, 2021	Common Stock	26.7M		See Note 2	F2, F3
transaction	BHG	Series C Preferred	Conversion of derivative security	$0	-6.52M	-100%	$0.00^*	0	Jun 28, 2021	Common Stock	19.5M		See Note 2	F2, F3
transaction	BHG	Series D Preferred Stock	Conversion of derivative security	$0	-1.11M	-100%	$0.00^*	0	Jun 28, 2021	Common Stock	3.33M		See Note 2	F2, F3
transaction	BHG	Series D Preferred	Conversion of derivative security	$0	-1.16M	-100%	$0.00^*	0	Jun 28, 2021	Common Stock	3.49M		See Note 4	F3, F4

* 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 A Preferred Stock converted into shares of the Issuer's common stock ("Common Stock") on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.
F2	The Reporting Person is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), 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 15 in which the Reporting Person has no pecuniary interest.
F3	Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.
F4	The Reporting Person is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), 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 15-OF in which the Reporting Person has no pecuniary interest.