Scott D. Sandell - Jan 3, 2022 Form 4 Insider Report for Bright Health Group Inc. (BHG)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney in fact
Stock symbol
BHG
Transactions as of
Jan 3, 2022
Transactions value $
$200,000,000
Form type
4
Date filed
1/5/2022, 04:53 PM
Previous filing
Jan 4, 2022
Next filing
Feb 1, 2022

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 Convertible Perpetual Preferred Stock Purchase $75M +75K $1,000.00 75K Jan 3, 2022 Common Stock 16.5M See Note 4 F1, F2, F3, F4
transaction BHG Series A Convertible Perpetual Preferred Stock Purchase $125M +125K $1,000.00 125K Jan 3, 2022 Common Stock 27.5M See Note 5 F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer's Series A Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $4.55) as of the applicable conversion date, subject to anti-dilution adjustments.
F2 The Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 175% of the then-applicable conversion price (initially $7.96) for (x) at least 20 in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3]
F3 [Continuation of Note 2] At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date.
F4 The Reporting Person is a manager of NEA 17 GP, LLC, 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.
F5 The Reporting Person is a manager of NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), 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 18 VGE in which the Reporting Person has no pecuniary interest.