SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nelsen Keith J

(Last)

(First)

(Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 1200

(Street)

MINNEAPOLIS

55437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GC & CORPORATE SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2021		M		450,000	A	$1.773	450,000	D
Common Stock	06/18/2021		G		150,000	D	$0	300,000	D
Common Stock	06/18/2021		G		150,000	D	$0	150,000	D
Common Stock	06/18/2021		G		150,000	A	$0	150,000	I	See Footnote⁽¹⁾
Common Stock	06/18/2021		G		150,000	A	$0	150,000	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/28/2021		A		1,050,000		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	1,050,000	$0	1,050,000	D
Stock Options (Right to Buy)	$2.3	02/19/2021		A		675,000		⁽⁶⁾	02/19/2031	Common Stock	675,000	$0	675,000	D
Stock Options (Right to Buy)	$1.773	05/12/2021		M			450,000	⁽⁷⁾	05/28/2030	Common Stock	450,000	$0	1,350,000	D
Stock Options (Right to Buy)	$2.3							⁽⁸⁾	11/19/2030	Common Stock	225,000		225,000	D

Explanation of Responses:

1. Reflects securities held by Grace K. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed on June 24, 2021 in connection with the Issuer's initial public offering (the "Form 3").

2. Reflects securities held by Maxwell D. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed the Reporting Person.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock").

4. These performance-based restricted stock units ("PSUs") vest if the performance conditions are met.

5. These PSUs shall vest as follows if the following price per share goals are met.

6. These stock options vest over four years as follows: (a) 25% vests June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.

7. These stock options vest over four years as follows: (a) 25% vested on May 4, 2021 (one year after commencement of employment), and (b) 1/48 of the original grant amount (1,800,000) vests in monthly installments for the following three years.

8. These stock options vest over four years as follows: (a) 25% vests on December 18, 2021, and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.

	/s/ Eric Halverson for Keith Nelsen, Attorney-in-Fact	06/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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