Key facts
- This page summarizes Peter W. Sonsini's Form 4 filing for Bright Health Group Inc. (NEUE).
- 2 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 19 Oct 2022, 20:02.
Peter W. Sonsini - 17 Oct 2022 Form 4 Insider Report for Bright Health Group Inc. (NEUE)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- NEUE
- Reported as of
- 17 Oct 2022
- Net transaction value
- +$137,700,000
- SEC form
- 4
- Accepted by SEC
- 19 Oct 2022, 20:02:37 UTC
- Prior SEC filing
- 26 May 2022
- Next SEC filing
- 21 Oct 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Louis Citron, attorney in fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Peter W. Sonsini filed Form 4 for Bright Health Group Inc. (NEUE) on 19 Oct 2022.
Change
- Previous filing in this sequence was filed on 26 May 2022.
- Current net transaction value: +$137,700,000.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BHG
transaction
Derivative
Series B Convertible Perpetual Preferred Stock
Purchase
- Transaction value
- $37,700,000
- Shares
- +37,700
- Change %
- Price
- $1000.00*
- Shares after
- 37,700
- Date
- 17 Oct 2022
- Ownership
- See Note 4
- Underlying class
- Common Stock
- Underlying amount
- 26,606,669
- Exercise price
- Footnotes
- F1, F2, F3, F4
BHG
transaction
Derivative
Series B Convertible Perpetual Preferred Stock
Purchase
- Transaction value
- $100,000,000
- Shares
- +100,000
- Change %
- Price
- $1000.00*
- Shares after
- 100,000
- Date
- 17 Oct 2022
- Ownership
- See Note 5
- Underlying class
- Common Stock
- Underlying amount
- 70,574,720
- Exercise price
- Footnotes
- F1, F2, F3, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote F1
The Issuer's Series B Convertible Perpetual Preferred Stock ("Series B 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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) into the number of shares of the 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 accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments.
Footnote F2
The Series B 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 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days 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 Series B Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3]
Footnote F3
[Continuation of Note 2] At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Series B 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.
Footnote 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.
Footnote F5
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 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.