Joshua Makower - 28 Jun 2021 Form 4 Insider Report for Bright Health Group Inc. (NEUE)

Reporting relationship: 10%+ Owner
Issuer ticker: NEUE
Reported as of: 28 Jun 2021
Net transaction value: +$34,999,992
SEC form: 4
Accepted by SEC: 30 Jun 2021, 21:31:49 UTC
Prior SEC filing: 24 Jun 2021
Next SEC filing: 29 Jul 2021
Source filing: View source filing
Reporting owner signature: /s/ Sasha Keough, attorney-in-fact

Key filing fact

Joshua Makower filed Form 4 for Bright Health Group Inc. (NEUE) on 30 Jun 2021.

Key facts

This page summarizes Joshua Makower's Form 4 filing for Bright Health Group Inc. (NEUE).
22 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 30 Jun 2021, 21:31.

Change

Previous filing in this sequence was filed on 24 Jun 2021.
Current net transaction value: +$34,999,992.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +10,601,925
Change %: +23%
Price
Shares after: 57,461,346
Date: 28 Jun 2021
Ownership: See Note 2
Footnotes: F1, F2

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +26,703,498
Change %: +46%
Price
Shares after: 84,164,844
Date: 28 Jun 2021
Ownership: See Note 2
Footnotes: F2, F3

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +19,549,068
Change %: +23%
Price
Shares after: 103,713,912
Date: 28 Jun 2021
Ownership: See Note 2
Footnotes: F2, F3

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +3,327,852
Change %: +3.2%
Price
Shares after: 107,041,764
Date: 28 Jun 2021
Ownership: See Note 2
Footnotes: F2, F3

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +3,494,244
Change %
Price
Shares after: 3,494,244
Date: 28 Jun 2021
Ownership: See Note 4
Footnotes: F3, F4

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +5,864,718
Change %
Price
Shares after: 5,864,718
Date: 28 Jun 2021
Ownership: See Note 5
Footnotes: F3, F5

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +38,137,197
Change %: +650%
Price
Shares after: 44,001,915
Date: 28 Jun 2021
Ownership: See Note 5
Footnotes: F3, F5

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +3,673,284
Change %: +8.3%
Price
Shares after: 47,675,199
Date: 28 Jun 2021
Ownership: See Note 5
Footnotes: F3, F5

BHG transaction

Common Stock

Purchase

Transaction value: $4,500,000
Shares: +250,000
Change %: +0.52%
Price: $18.00
Shares after: 47,925,199
Date: 28 Jun 2021
Ownership: See Note 5
Footnotes: F5

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +14,942,061
Change %
Price
Shares after: 14,942,061
Date: 28 Jun 2021
Ownership: See Note 6
Footnotes: F3, F6

BHG transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +7,346,568
Change %: +49%
Price
Shares after: 22,288,629
Date: 28 Jun 2021
Ownership: See Note 6
Footnotes: F3, F6

BHG transaction

Common Stock

Purchase

Transaction value: $30,499,992
Shares: +1,694,444
Change %: +7.6%
Price: $18.00
Shares after: 23,983,073
Date: 28 Jun 2021
Ownership: See Note 6
Footnotes: F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BHG transaction Derivative

Series A Preferred

Conversion of derivative security

Transaction value: $0
Shares: -15,619,807
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 2
Underlying class: Common Stock
Underlying amount: 10,601,925
Exercise price
Footnotes: F1, F2

BHG transaction Derivative

Series B Preferred

Conversion of derivative security

Transaction value: $0
Shares: -8,901,166
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 2
Underlying class: Common Stock
Underlying amount: 26,703,498
Exercise price
Footnotes: F2, F3

BHG transaction Derivative

Series C Preferred

Conversion of derivative security

Transaction value: $0
Shares: -6,516,356
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 2
Underlying class: Common Stock
Underlying amount: 19,549,068
Exercise price
Footnotes: F2, F3

BHG transaction Derivative

Series C Preferred

Conversion of derivative security

Transaction value: $0
Shares: -1,954,906
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 5
Underlying class: Common Stock
Underlying amount: 5,864,718
Exercise price
Footnotes: F3, F5

BHG transaction Derivative

Series D Preferred

Conversion of derivative security

Transaction value: $0
Shares: -1,109,284
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 2
Underlying class: Common Stock
Underlying amount: 3,327,852
Exercise price
Footnotes: F2, F3

BHG transaction Derivative

Series D Preferred

Conversion of derivative security

Transaction value: $0
Shares: -1,164,748
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 4
Underlying class: Common Stock
Underlying amount: 3,494,244
Exercise price
Footnotes: F3, F4

BHG transaction Derivative

Series D Preferred

Conversion of derivative security

Transaction value: $0
Shares: -12,712,399
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 5
Underlying class: Common Stock
Underlying amount: 38,137,197
Exercise price
Footnotes: F3, F5

BHG transaction Derivative

Series D Preferred

Conversion of derivative security

Transaction value: $0
Shares: -4,980,687
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 6
Underlying class: Common Stock
Underlying amount: 14,942,061
Exercise price
Footnotes: F3, F6

BHG transaction Derivative

Series E Preferred

Conversion of derivative security

Transaction value: $0
Shares: -1,224,428
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 5
Underlying class: Common Stock
Underlying amount: 3,673,284
Exercise price
Footnotes: F3, F5

BHG transaction Derivative

Series E Preferred

Conversion of derivative security

Transaction value: $0
Shares: -2,448,856
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jun 2021
Ownership: See Note 6
Underlying class: Common Stock
Underlying amount: 7,346,568
Exercise price
Footnotes: F3, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote F2

The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which 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.

Footnote F3

Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E 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.

Footnote F4

The Reporting Person is a manager of NEA 15 GP, which 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.

Footnote F5

The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), 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 16 in which the Reporting Person has no pecuniary interest.

Footnote F6

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.