SC 13G

NAMES OF REPORTING PERSONS

Bessemer Venture Partners IX L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-22-042530.txt : 20220215 0001193125-22-042530.hdr.sgml : 20220215 20220214193905 ACCESSION NUMBER: 0001193125-22-042530 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: 15 ANGELS II LLC GROUP MEMBERS: BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS CENTURY FUND L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS IX L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P. GROUP MEMBERS: DEER IX & CO. L.P. GROUP MEMBERS: DEER VIII & CO. L.P. GROUP MEMBERS: DEER VIII & CO. LTD. GROUP MEMBERS: DEER X & CO. L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92640 FILM NUMBER: 22636363 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Deer X & Co. Ltd. CENTRAL INDEX KEY: 0001768677 IRS NUMBER: 981440509 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE, SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE, SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13G 1 d161359dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Bright Health Group, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

10920V107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

10920V107

SCHEDULE 13G

Page 2 of 22 Pages

(1)	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 628,315,180 shares of Common Stock as of November 4, 2021, as reported by the Issuer in its Form 10-Q filed with the SEC on November 15, 2021.

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10920V107

SCHEDULE 13G

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10920V107

SCHEDULE 13G

Page 4 of 22 Pages

(2)

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 15,280,158 shares of the Issuer held in the aggregate by Bessemer Venture Partners Century Fund L.P. and Bessemer Venture Partners Century Institutional L.P.

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SCHEDULE 13G

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10920V107

SCHEDULE 13G

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Item 1.

Issuer

(a)

Name of Issuer:

Bright Health Group, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

8000 Norman Center Drive, Suite 1200

Minneapolis, MN 55437

Item 2(a).

Name of Person Filing:

This statement is being filed by the following persons with respect to certain shares of Common Stock (the “Shares” or the “Common Stock”) of the Issuer. 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”) directly own shares of Common Stock.

(a)

Deer IX & Co. Ltd. (“Deer IX Ltd”), the general partner of Deer IX & Co. L.P. (“Deer IX LP”);

(b)

Deer IX LP, the sole general partner of each of the Bessemer IX Funds;

(c)

Bessemer IX, which directly owns 35,891,982 Shares;

(d)

Bessemer Institutional which directly owns 28,754,955 Shares;

(e)

Deer X & Co. Ltd. (“Deer X Ltd”), the general partner of Deer X & Co. L.P. (“Deer X LP”);

(f)

Deer X LP, the sole general partner of the Bessemer Century Funds;

(g)

Bessemer Century, which directly owns 2,090,325 Shares;

(h)

Bessemer Century Institutional, which directly owns 13,189,833 Shares;

(i)

Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”);

(j)

Deer VIII LP, the sole general partner of Bessemer Venture Partners VIII Institutional L.P. (“Bessemer VIII Institutional”);

(k)

Bessemer VIII Institutional, the sole member of 15 Angels; and

(l)

15 Angels, which directly owns 10,629 Shares.

Deer IX Ltd, Deer IX LP, Deer X Ltd, Deer X LP, Deer VIII Ltd, Deer VIII LP, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional, Bessemer VIII Institutional and 15 Angels are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o Bessemer Venture Partners

1865 Palmer Avenue; Suite 104

Larchmont, NY 10583

CUSIP No.

10920V107

SCHEDULE 13G

Page 15 of 22 Pages

Item 2(c).

Citizenship:

Deer IX Ltd— Cayman Islands

Deer IX LP — Cayman Islands

Bessemer IX — Cayman Islands

Bessemer Institutional — Cayman Islands

Deer X Ltd— Cayman Islands

Deer X LP — Cayman Islands

Bessemer Century — Cayman Islands

Bessemer Century Institutional — Cayman Islands

Deer VIII Ltd— Cayman Islands

Deer VIII LP — Cayman Islands

Bessemer VIII Institutional — Cayman Islands

15 Angels — Delaware

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value

Item 2(e).

CUSIP Number:

10920V107

Item 3.

Not Applicable.

Item 4.

Ownership.

For Deer IX Ltd:

(a)

Amount beneficially owned: 79,927,095 Shares

(b)

Percent of class: 12.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --79,927,095 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --64,646,937 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer IX LP:

(a)

Amount beneficially owned: 79,927,095 Shares

(b)

Percent of class: 12.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --79,927,095 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --64,646,937 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

CUSIP No.

10920V107

SCHEDULE 13G

Page 16 of 22 Pages

For Bessemer IX:

(a)

Amount beneficially owned: 35,891,982 Shares

(b)

Percent of class: 5.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --35,891,982 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --35,891,982 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Bessemer Institutional:

(a)

Amount beneficially owned: 28,754,955 Shares

(b)

Percent of class: 4.6%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -- 28,754,955 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: -- 28,754,955 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer X Ltd:

(a)

Amount beneficially owned: 15,280,158 Shares

(b)

Percent of class: 2.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --0--

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --15,280,158 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer X LP:

(a)

Amount beneficially owned: 15,280,158 Shares

(b)

Percent of class: 2.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --0--

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --15,280,158 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Bessemer Century:

(a)

Amount beneficially owned: 2,090,325 Shares

(b)

Percent of class: 0.3%

(c)

Number of shares as to which such person has:

CUSIP No.

10920V107

SCHEDULE 13G

Page 17 of 22 Pages

(i)

Sole power to vote or to direct the vote: --2,090,325--

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --2,090,325--

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Bessemer Century Institutional:

(a)

Amount beneficially owned: 13,189,833 Shares

(b)

Percent of class: 2.1%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -- 13,189,833--

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: -- 13,189,833--

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer VIII Ltd:

(a)

Amount beneficially owned: 10,629 Shares

(b)

Percent of class: 0.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --10,629 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --10,629 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer VIII LP:

(a)

Amount beneficially owned: 10,629 Shares

(b)

Percent of class: 0.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --10,629 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --10,629 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Bessemer VIII Institutional:

(a)

Amount beneficially owned: 10,629 Shares

(b)

Percent of class: 0.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: --10,629 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --10,629 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

CUSIP No.

10920V107

SCHEDULE 13G

Page 18 of 22 Pages

For 15 Angels:

(a)

Amount beneficially owned: 10,629 Shares

(b)

Percent of class: 0.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -- 10,629 --

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: --10,629 --

(iv)

Shared power to dispose or to direct the disposition of: --0--

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 628,315,180 shares of Common Stock as of November 4, 2021, as reported by the Issuer in its Form 10-Q filed with the SEC on November 15, 2021.

Pursuant to a proxy arrangement between Deer X LP and Deer IX LP, Deer IX LP, its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the 15,280,158 shares of the Issuer held in the aggregate by Bessemer Century and Bessemer Century Institutional.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As the general partner of Deer IX LP, which in turn is the general partner the Bessemer IX Funds, Deer IX Ltd may be deemed to beneficially own 64,646,937 Shares held directly by the Bessemer IX Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. Additionally, pursuant to the proxy arrangement described above, Deer X LP may be deemed to beneficially own 15,280,158 shares of the Issuer held by Bessemer Century and Bessemer Century Institutional.

As the general partner of Deer X LP, which in turn is the general partner of the Bessemer Century Funds, Deer X Ltd may be deemed to beneficially own 15,280,158 Shares held directly by the Bessemer Century Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.

As the general partner of Deer VIII LP, which in turn is the general partner of Bessemer VIII Institutional, which in turn is the sole member of 15 Angels, Deer VIII Ltd may be deemed to beneficially own 10,629 Shares held directly by 15 Angels and have the power to direct the dividends from or the proceeds of the sale of such Shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

CUSIP No.

10920V107

SCHEDULE 13G

Page 19 of 22 Pages

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No.

10920V107

SCHEDULE 13G

Page 20 of 22 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022


DEER IX & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER IX & CO. L.P.

By:		Deer IX & Co. Ltd, its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



BESSEMER VENTURE PARTNERS IX L.P.

BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P.

By: Deer IX & Co. L.P., its General Partner

By: Deer IX & Co., Ltd., its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



DEER X & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

CUSIP No.

10920V107

SCHEDULE 13G

Page 21 of 22 Pages


DEER X & CO. L.P.

By: Deer X & Co. Ltd, its General Partner

By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



BESSEMER VENTURE PARTNERS CENTURY FUND L.P.

BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P.

By: Deer X & Co. L.P., its General Partner

By: Deer X & Co., Ltd., its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



DEER VIII & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER VIII & CO. L.P.

By: Deer VIII & Co. Ltd, its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P.

By: Deer VIII & Co. L.P., its General Partner

By: Deer VIII & Co., Ltd., its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel

CUSIP No.

10920V107

SCHEDULE 13G

Page 22 of 22 Pages



15 ANGELS II LLC

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: Authorized Person

EX-99.1 2 d161359dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2022


DEER IX & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER IX & CO. L.P.



By: Deer IX & Co. Ltd, its General Partner

	By:	/s/ Scott Ring
	Name: Scott Ring
	Title: General Counsel



BESSEMER VENTURE PARTNERS IX L.P.

BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P.

By: Deer IX & Co. L.P., its General Partner

By: Deer IX & Co., Ltd., its General Partner



By:		/s/ Scott Ring
Name: Scott Ring
Title: General Counsel



DEER X & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel


DEER X & CO. L.P.

By: Deer X & Co. Ltd, its General Partner

		By: /s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS CENTURY FUND L.P.

BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P.

By: Deer X & Co. L.P., its General Partner

By: Deer X & Co., Ltd., its General Partner

		By: /s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER VIII & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER VIII & CO. L.P.

By: Deer VIII & Co. Ltd, its General Partner

		By: /s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P.

By: Deer VIII & Co. L.P., its General Partner

By: Deer VIII & Co., Ltd., its General Partner


		By: /s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

15 ANGELS II LLC

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: Authorized Person

EX-99.2 3 d161359dex992.htm EX-99.2 EX-99.2

Exhibit 2

Members of Group

Deer IX & Co. Ltd.

Deer IX & Co. L.P.

Bessemer Venture Partners IX L.P.

Bessemer Venture Partners IX Institutional L.P.

Deer X & Co. Ltd.

Deer X & Co. L.P.

Bessemer Century Fund L.P.

Bessemer Century Fund Institutional L.P.

Deer VIII & Co. Ltd.

Deer VIII & Co. L.P.

Bessemer VIII Institutional L.P.

15 Angels II LLC