0001209191-22-054136.txt : 20221019
0001209191-22-054136.hdr.sgml : 20221019
20221019194803
ACCESSION NUMBER: 0001209191-22-054136
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221017
FILED AS OF DATE: 20221019
DATE AS OF CHANGE: 20221019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Enterprise Associates 17, L.P.
CENTRAL INDEX KEY: 0001768564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40537
FILM NUMBER: 221319525
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA 17 GP, LLC
CENTRAL INDEX KEY: 0001796821
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40537
FILM NUMBER: 221319524
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA Partners 17, L.P.
CENTRAL INDEX KEY: 0001796820
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40537
FILM NUMBER: 221319523
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
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 900
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55437
BUSINESS PHONE: 612-238-1321
MAIL ADDRESS:
STREET 1: 8000 NORMAN CENTER DRIVE
STREET 2: SUITE 900
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55437
FORMER COMPANY:
FORMER CONFORMED NAME: Bright Health Inc.
DATE OF NAME CHANGE: 20160404
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-10-17
0
0001671284
Bright Health Group Inc.
BHG
0001768564
New Enterprise Associates 17, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001796821
NEA 17 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001796820
NEA Partners 17, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Series A Convertible Perpetual Preferred Stock
Common Stock
19182260
D
Series B Convertible Perpetual Preferred Stock
Common Stock
26606669
D
The Issuer's Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")) into the number of shares of the Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (approximately $1,037.68 as of October 17, 2022 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series A Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (approximately $4.0666 as of October 17, 2022), subject to anti-dilution adjustments.
The Series A Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 175% of the then-applicable conversion price (approximately $7.1165 as of October 17, 2022) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Series A Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3]
[Continuation of Note 2] At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date.
The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Liza Landsman, Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Peter Sonsini, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim 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 Indirect Reporting Persons have no pecuniary interest.
The Issuer's Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments.
The Series B Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Series B Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 7]
[Continuation of Note 6] At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date.
/s/ Louis Citron, attorney in fact
2022-10-19