0000899243-21-026845.txt : 20210630 0000899243-21-026845.hdr.sgml : 20210630 20210630212916 ACCESSION NUMBER: 0000899243-21-026845 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210628 FILED AS OF DATE: 20210630 DATE AS OF CHANGE: 20210630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kraus Stephen CENTRAL INDEX KEY: 0001362099 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 211063710 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE, SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 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 1200 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 BUSINESS PHONE: 612-238-1321 MAIL ADDRESS: STREET 1: 8000 NORMAN CENTER DRIVE STREET 2: SUITE 1200 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 2021-06-28 0 0001671284 Bright Health Group Inc. BHG 0001362099 Kraus Stephen C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS MN 55437 1 0 0 0 Common Stock 2021-06-28 4 C 0 0 A 0 I See Footnotes Series A Preferred Stock 2021-06-28 4 C 0 0 0.00 D Common Stock 0 0 I See Footnotes Series B Preferred Stock 2021-06-28 4 C 0 0 0.00 D Common Stock 0 0 I See Footnotes Series C Preferred Stock 2021-06-28 4 C 0 0 0.00 D Common Stock 0 0 I See Footnotes Series D Preferred Stock 2021-06-28 4 C 0 0 0.00 D Common Stock 0 0 I See Footnotes Series E Preferred Stock 2021-06-28 4 C 0 0 0.00 D Common Stock 0 0 I See Footnotes Each share of the Issuer's Series A Preferred Stock automatically converted into Common Stock on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date. As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") own 35,891,982 shares of Common Stock, 28,754,955 shares of Common Stock, 2,090,325 shares of Common Stock, 13,189,833 shares of Common Stock and 10,629 shares of Common Stock, respectively. Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds. (Continued from footnote 4)This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in 15 Angels. The Reporting Person has an indirect, passive economic interest in the shares held by the 15 Angels. The Reporting Person disclaims beneficial ownership of the securities held by 15 Angels except to the extent of his pecuniary interest, if any, (Continued from footnote 6) in such securities by virtue of his indirect interest in 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds. Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P., its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the shares of the Issuer held by Bessemer Century and Bessemer Century Institutional. The Reporting Person is a director of "Deer X Ltd" which is the general partner of "Deer X LP", (Continued from footnote 8) which is the general partner of the Bessemer Century Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd and Deer X LP. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series A Preferred Stock. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series D Preferred Stock. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels each own 0 shares of Series E Preferred Stock. Exhibit List - Exhibit 24 - Power of Attorney /s/ Stephen Kraus 2021-06-30 EX-24 2 attachment1.htm EX-24 DOCUMENT

Exhibit 24

POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Keith Nelsen, Eric Halverson and Tonya LaBrec, or any one of
them, as a true and lawful attorney-in-fact of the undersigned with full powers
of substitution and revocation, for and in the name, place and stead of the
undersigned (in the undersigned's individual capacity), to execute and deliver
such forms that the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Bright Health Group, Inc. (the "Company") (i)
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
including without limitation, statements on Form 3, Form 4 and Form 5 (including
any amendments thereto) and (ii) in connection with any applications for EDGAR
access codes or any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the
Securities and Exchange Commission, including without limitation the Form ID.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or
her ownership of or transactions in securities of the Company, unless earlier
revoked in writing. Keith Nelsen, Eric Halverson and Tonya LaBrec are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.

Dated: June 24, 2021

By: /s/ Stephen Kraus
Stephen Kraus