0000950170-24-043476.txt : 20240410 0000950170-24-043476.hdr.sgml : 20240410 20240410185843 ACCESSION NUMBER: 0000950170-24-043476 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Behbahani Ali CENTRAL INDEX KEY: 0001613867 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 24836838 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NeueHealth, Inc. CENTRAL INDEX KEY: 0001671284 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] ORGANIZATION NAME: 02 Finance IRS NUMBER: 474991296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9250 NW 36TH STREET STREET 2: SUITE 420 CITY: DORAL STATE: FL ZIP: 33178 BUSINESS PHONE: 612-238-1321 MAIL ADDRESS: STREET 1: 9250 NW 36TH STREET STREET 2: SUITE 420 CITY: DORAL STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: Bright Health Group Inc. DATE OF NAME CHANGE: 20210309 FORMER COMPANY: FORMER CONFORMED NAME: Bright Health Inc. DATE OF NAME CHANGE: 20160404 4 1 ownership.xml 4 X0508 4 2024-04-08 0001671284 NeueHealth, Inc. NEUE 0001613867 Behbahani Ali 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 false false true false false Warrant (Right to Buy) 0.01 2024-04-08 4 P false 123729 A Common Stock 123729 123729 I See Note 3 Warrant (Right to Buy) 0.01 2024-04-08 4 P false 123729 A Common Stock 123729 123729 I See Note 4 Warrant (Right to Buy) 0.01 2024-04-08 4 P false 371187 A Common Stock 371187 371187 I See Note 5 Pursuant to the Warrantholders Agreement ("Warrantholders Agreement"), dated April 8, 2024, between the Issuer and the holders listed on Schedule 1 thereto, the warrants will be issued on the first business day following the conclusion of the 10 calendar day period after the distribution of the letter required to be mailed by the Issuer to its shareholders pursuant to Section 312.05 of the NYSE Listed Company Manual (such date, the "Closing Date"). The warrants will be exercisable at any time after issuance and prior to the close of business on the fifth anniversary of the Closing Date. Warrants to be issued pursuant to the Warrantholders Agreement and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, and that certain Incremental Amendment No. 2, dated as of April 8, 2024, between the Issuer and the lenders thereto. 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. 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/ Zachary Bambach, attorney-in-fact 2024-04-10 EX-24.POA 2 neue-ex24_poa.htm EX-24.POA EX-24.POA

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.

 

/s/ Peter J. Barris

Peter J. Barris

 

/s/ Forest Baskett

Forest Baskett

 

/s/ Ali Behbahani

Ali Behbahani

 

/s/ Ronald D. Bernal

Ronald D. Bernal

 

/s/ Ann Bordetsky

Ann Bordetsky

 

/s/ Carmen Chang

Carmen Chang

 

/s/ Philip Chopin

Philip Chopin

 

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

 

/s/ Jonathan Golden

Jonathan Golden

 

/s/ Scott Gottlieb

 

 

Scott Gottlieb

 

/s/ Mark Hawkins

Mark Hawkins

 

/s/ Jeffrey R. Immelt

Jeffrey R. Immelt

 

/s/ Aaron Jacobson

Aaron Jacobson

 

/s/ Patrick J. Kerins

Patrick J. Kerins

 

/s/ Hilarie Koplow-McAdams

Hilarie Koplow-McAdams

 

/s/ Vanessa Larco

Vanessa Larco

 

/s/ Julio C. Lopez

Julio C. Lopez

 

/s/ Tiffany Le

Tiffany Le

 

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

 

/s/ Edward T. Mathers

Edward T. Mathers

 

/s/ Gregory Papadopoulos

Gregory Papadopoulos

 

/s/ Kavita Patel

Kavita Patel

 

/s/ Scott D. Sandell

Scott D. Sandell

 

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Peter Sonsini

Peter Sonsini

 

/s/ Melissa Taunton

Melissa Taunton

 

/s/ Paul E. Walker

2

 

Paul E. Walker

 

/s/ Rick Yang

Rick Yang

 

3