SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Matushak Jay

(Last)

(First)

(Middle)

C/O BRIGHT HEALTH GROUP, INC.

8000 NORMAN CENTER DRIVE, SUITE 900

(Street)

MINNEAPOLIS

55437

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,559	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	11/03/2031	Common Stock	1,854	$632	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	527	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	4,888	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,956	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	13,237	⁽³⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	19,021	⁽³⁾	D

Explanation of Responses:

1. These stock options vest over three years as follows: (a) one-third of the original grant amount vested on October 4, 2022, (b) one-third of the original grant amount vests on October 4, 2023, and (c) one-third of the original grant amount vests on October 4, 2024.

2. These restricted stock units vest over three years as follows: (a) one-third of the original grant amount vested on October 4, 2022, (b) one-third of the original grant amount vests on October 4, 2023, (c) and one-third of the original grant amount vests on October 4, 2024.

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

4. These restricted stock units vest over three years as follows: (a) one-third of the original grant amount vested on March 7, 2023, (b) one-third of the original grant amount vests on March 7, 2024, (c) and one-third of the original grant amount vests on March 7, 2025.

5. These restricted stock units vest over three years as follows: (a) one-third of the original grant amount vested on May 9, 2023, (b) one-third of the original grant amount vests on May 9, 2024, (c) and one-third of the original grant amount vests on May 9, 2025.

6. All of these restricted stock units vest on the second anniversary of the grant date, which is January 3, 2025.

7. These restricted stock units vest in three equal annual installments beginning on March 6, 2024.

Remarks:

	/s/ Eric Halverson for Jay Matushak, Attorney-in-Fact	05/26/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.