FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/19/2021 | M | 690,624 | A | $1.773 | 690,624 | D | |||
Common Stock | 02/19/2021 | M | 150,000 | A | $1.773 | 840,624 | D | |||
Common Stock | 02/19/2021 | G | 840,624 | D | $0 | 0 | D | |||
Common Stock | 02/19/2021 | G | 840,624 | A | $0 | 840,624 | I | By The Smith Family Grantor Retained Annuity Trust(1) | ||
Common Stock | 03/06/2021 | M | 53,124 | A | $1.773 | 53,124 | D | |||
Common Stock | 03/06/2021 | G | 53,124 | D | $0 | 0 | D | |||
Common Stock | 03/06/2021 | G | 53,124 | A | $0 | 893,748 | I | By The Smith Family Grantor Retained Annuity Trust(1) | ||
Common Stock | 03/19/2021 | M | 12,498 | A | $1.773 | 12,498 | D | |||
Common Stock | 03/19/2021 | G | 6,252 | D | $0 | 6,246 | D | |||
Common Stock | 03/19/2021 | G | 6,252 | A | $0 | 900,000 | I | By The Smith Family Grantor Retained Annuity Trust(1) | ||
Common Stock | 04/06/2021 | M | 53,127 | A | $1.773 | 59,373 | D | |||
Common Stock | 04/21/2021 | M | 12,501 | A | $1.773 | 71,874 | D | |||
Common Stock | 05/06/2021 | M | 53,124 | A | $1.773 | 124,998 | D | |||
Common Stock | 05/19/2021 | M | 12,501 | A | $1.773 | 137,499 | D | |||
Common Stock | 06/06/2021 | M | 5,124 | A | $1.773 | 142,623 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restrict Stock Units | (2) | 06/28/2021 | A | 1,050,000 | (3)(4) | (3)(4) | Common Stock | 1,050,000 | $0 | 1,050,000 | D | ||||
Stock Options (Right to Buy) | $2.3 | 02/19/2021 | A | 1,200,000 | (5) | 02/19/2031 | Common Stock | 1,200,000 | $0 | 1,200,000 | D | ||||
Stock Options (Right to Buy) | $1.773 | 02/19/2021 | M | 690,624 | (6) | 11/04/2029 | Common Stock | 690,624 | $0 | 1,859,376 | D | ||||
Stock Options (Right to Buy) | $1.773 | 02/19/2021 | M | 150,000 | (7) | 02/19/2030 | Common Stock | 150,000 | $0 | 450,000 | D | ||||
Stock Options (Right to Buy) | $1.773 | 03/06/2021 | M | 53,124 | (6) | 11/04/2029 | Common Stock | 53,124 | $0 | 1,806,252 | D | ||||
Stock Options (Right to Buy) | $1.773 | 03/19/2021 | M | 12,498 | (7) | 02/19/2030 | Common Stock | 12,498 | $0 | 437,502 | D | ||||
Stock Options (Right to Buy) | $1.773 | 04/06/2021 | M | 53,127 | (6) | 11/04/2029 | Common Stock | 53,127 | $0 | 1,753,125 | D | ||||
Stock Options (Right to Buy) | $1.773 | 04/21/2021 | M | 12,501 | (7) | 02/19/2030 | Common Stock | 12,501 | $0 | 425,001 | D | ||||
Stock Options (Right to Buy) | $1.773 | 05/06/2021 | M | 53,124 | (6) | 11/04/2029 | Common Stock | 53,124 | $0 | 1,700,001 | D | ||||
Stock Options (Right to Buy) | $1.773 | 05/19/2021 | M | 12,501 | (7) | 02/19/2030 | Common Stock | 12,501 | $0 | 412,500 | D | ||||
Stock Options (Right to Buy) | $1.773 | 06/06/2021 | M | 5,124 | (6) | 11/04/2029 | Common Stock | 5,124 | $0 | 1,694,877 | D | ||||
Stock Options (Right to Buy) | $2.3 | (8) | 11/19/2030 | Common Stock | 450,000 | 450,000 | D |
Explanation of Responses: |
1. Each restricted stock unit Catherine R. Smith and Ryan T. Smith are the sole trustees. |
2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). |
3. These performance-based restricted stock units ("PSUs") shall vest if the performance conditions described below are met. |
4. These PSUs shall vest as follows if the following price per share goals are met. |
5. These stock options vest over four years as follows: (a) 25% vests on June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years. |
6. These stock options vest over four years as follows: (a) 25% vested on January 6, 2021, and (b) 1/48 of the original grant amount (2,550,000) vests in monthly installments for the following three years. |
7. These stock options vest over four years as follows: (a) 25% vested on February 19, 2021, and (b) 1/48 of the original grant amount (600,000) vests in monthly installments for the following three years. |
8. These stock options vest over four years as follows: (a) 25% vests on December 18, 2021, and (b) 1/48 of the original grant amount vests in monthly installments for the following three years. |
/s/ Eric Halverson for Catherine R. Smith | 06/30/2021 | |
** 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 4 (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. |