Keith Nelsen - Feb 19, 2021 Form 4 Insider Report for Bright Health Group Inc. (BHG)

Role
GC & CORPORATE SECRETARY
Signature
/s/ Eric Halverson for Keith Nelsen, Attorney-in-Fact
Stock symbol
BHG
Transactions as of
Feb 19, 2021
Transactions value $
$797,850
Form type
4
Date filed
6/30/2021, 09:45 PM
Next filing
Jun 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHG Common Stock Options Exercise $798K +450K $1.77* 450K May 12, 2021 Direct
transaction BHG Common Stock Gift $0 -150K -33.33% $0.00 300K Jun 18, 2021 Direct
transaction BHG Common Stock Gift $0 -150K -50% $0.00 150K Jun 18, 2021 Direct
transaction BHG Common Stock Gift $0 +150K $0.00 150K Jun 18, 2021 See Footnote F1
transaction BHG Common Stock Gift $0 +150K $0.00 150K Jun 18, 2021 See Footnote F2

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 +1.05M $0.00 1.05M Jun 28, 2021 Common Stock 1.05M Direct F3, F4, F5
transaction BHG Stock Options (Right to Buy) Award $0 +675K $0.00 675K Feb 19, 2021 Common Stock 675K $2.30 Direct F6
transaction BHG Stock Options (Right to Buy) Options Exercise $0 -450K -25% $0.00 1.35M May 12, 2021 Common Stock 450K $1.77 Direct F7
holding BHG Stock Options (Right to Buy) 225K Feb 19, 2021 Common Stock 225K $2.30 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities held by Grace K. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed on June 24, 2021 in connection with the Issuer's initial public offering (the "Form 3").
F2 Reflects securities held by Maxwell D. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed the Reporting Person.
F3 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock").
F4 These performance-based restricted stock units ("PSUs") vest if the performance conditions are met.
F5 These PSUs shall vest as follows if the following price per share goals are met.
F6 These stock options vest over four years as follows: (a) 25% vests June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.
F7 These stock options vest over four years as follows: (a) 25% vested on May 4, 2021 (one year after commencement of employment), and (b) 1/48 of the original grant amount (1,800,000) vests in monthly installments for the following three years.
F8 These stock options vest over four years as follows: (a) 25% vests on December 18, 2021, and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.