0001209191-22-054144.txt : 20221019 0001209191-22-054144.hdr.sgml : 20221019 20221019195951 ACCESSION NUMBER: 0001209191-22-054144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221017 FILED AS OF DATE: 20221019 DATE AS OF CHANGE: 20221019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mathers Edward T CENTRAL INDEX KEY: 0001328625 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 221319542 MAIL ADDRESS: STREET 1: C/O MEDIMMUNE, INC. STREET 2: ONE MEDIMMUNE WAY CITY: GAITHERSBURG STATE: MD ZIP: 20878 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bright Health Group Inc. CENTRAL INDEX KEY: 0001671284 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 474991296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8000 NORMAN CENTER DRIVE STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 BUSINESS PHONE: 612-238-1321 MAIL ADDRESS: STREET 1: 8000 NORMAN CENTER DRIVE STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 FORMER COMPANY: FORMER CONFORMED NAME: Bright Health Inc. DATE OF NAME CHANGE: 20160404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-17 0 0001671284 Bright Health Group Inc. BHG 0001328625 Mathers Edward T 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Series B Convertible Perpetual Preferred Stock 2022-10-17 4 P 0 37700 1000.00 A Common Stock 26606669 37700 I See Note 4 Series B Convertible Perpetual Preferred Stock 2022-10-17 4 P 0 100000 1000.00 A Common Stock 70574720 100000 I See Note 5 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. 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] [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. 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. 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. /s/ Louis Citron, attorney in fact 2022-10-19