Anthony A. Florence Jr. - Aug 11, 2023 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
Aug 11, 2023
Transactions value $
$0
Form type
4
Date filed
8/15/2023, 09:53 PM
Previous filing
Jul 19, 2023
Next filing
Sep 19, 2023

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 Warrant (Right to Buy) Purchase +828K 828K Aug 11, 2023 Common Stock 828K $0.01 See Note 3 F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Warrantholders Agreement ("Warrantholders Agreement"), dated August 4, 2023, between the Issuer and NEA 18 Venture Growth Equity L.P. ("NEA 18 VGE"), the warrants will be issued on the first business day following the conclusion of the 10 calendar day period after the distribution of the letter required to be mailed by the Issuer to its shareholders pursuant to Section 312.05 of the NYSE Listed Company Manual (such date, the "Closing Date"). The warrants will be exercisable at any time after issuance and prior to the close of business on the fifth anniversary of the Closing Date.
F2 Warrants to be issued pursuant to the Warrantholders Agreement and the Credit Agreement, dated August 4, 2023, between the Issuer and NEA 18 VGE.
F3 The Reporting Person is a manager of NEA 18 VGE GP, LLC, 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 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.