0001209191-23-045931.txt : 20230815 0001209191-23-045931.hdr.sgml : 20230815 20230815214918 ACCESSION NUMBER: 0001209191-23-045931 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230811 FILED AS OF DATE: 20230815 DATE AS OF CHANGE: 20230815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 18 Venture Growth Equity, L.P. CENTRAL INDEX KEY: 0001880239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 231176376 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 18 VGE GP, LLC CENTRAL INDEX KEY: 0001898598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 231176375 BUSINESS ADDRESS: STREET 1: C/O NEW ENTERPRISE ASSOCIATES STREET 2: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: C/O NEW ENTERPRISE ASSOCIATES STREET 2: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 FORMER NAME: FORMER CONFORMED NAME: NEA VG 18, LLC DATE OF NAME CHANGE: 20211210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 18 VGE, L.P. CENTRAL INDEX KEY: 0001898446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40537 FILM NUMBER: 231176374 BUSINESS ADDRESS: STREET 1: C/O NEW ENTERPRISE ASSOCIATES STREET 2: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: C/O NEW ENTERPRISE ASSOCIATES STREET 2: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 FORMER NAME: FORMER CONFORMED NAME: NEA Partners VG 18, L.P. DATE OF NAME CHANGE: 20211209 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 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-11 0 0001671284 Bright Health Group Inc. BHG 0001880239 NEA 18 Venture Growth Equity, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001898598 NEA 18 VGE GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001898446 NEA Partners 18 VGE, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0 Warrant (Right to Buy) 0.01 2023-08-11 4 P 0 828395 A Common Stock 828395 828395 D Pursuant to the Warrantholders Agreement ("Warrantholders Agreement"), dated August 4, 2023, between the Issuer and NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the warrants will be issued on the first business day following the conclusion of the 10 calendar day period after the distribution of the letter required to be mailed by the Issuer to its shareholders pursuant to Section 312.05 of the NYSE Listed Company Manual (such date, the "Closing Date"). The warrants will be exercisable at any time after issuance and prior to the close of business on the fifth anniversary of the Closing Date. Warrants to be issued pursuant to the Warrantholders Agreement and the Credit Agreement, dated August 4, 2023, between the Issuer and NEA 18 VGE. The securities are directly held by NEA 18 VGE and are indirectly held by NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), the sole general partner of NEA 18 VGE, NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), the sole general partner of NEA Partners 18 VGE, and the individual managers of NEA 18 VGE GP (NEA Partners 18 VGE, NEA 18 VGE GP and the individual managers of NEA 18 VGE GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, 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 18 VGE in which the Indirect Reporting Persons have no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2023-08-15