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