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Form 3 Bright Health Group Inc. For: Jun 24 Filed by: Kraus Stephen

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June 24, 2021 9:50 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Kraus Stephen
(Last) (First) (Middle)
C/O BRIGHT HEALTH GROUP, INC.
8000 NORMAN CENTER DRIVE, SUITE 1200
(Street)
MINNEAPOLIS MN 55437
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021 		3. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0
I
See Footnotes (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (3)   (3) Common Stock 0 (3) (5) (3) I See Footnotes (2) (3) (5)
Series B Preferred Stock   (4)   (4) Common Stock 0 (4) (6) (4) I See Footnotes (2) (4) (6)
Series C Preferred Stock   (4)   (4) Common Stock 0 (4) (7) (4) I See Footnotes (2) (4) (7)
Series D Preferred Stock   (4)   (4) Common Stock 0 (4) (8) (4) I See Footnotes (2) (4) (8)
Series E Preferred Stock   (4)   (4) Common Stock 0 (4) (9) (4) I See Footnotes (2) (4) (9)
Explanation of Responses:
1. As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX") and Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional") (collectively, the "Bessemer IX Funds") own 18,773,106 shares of Issuer common stock ("Common Stock") and 15,040,125 shares of Common Stock, respectively.
2. The Reporting Person is a director of Deer X & Co. Ltd. ("Deer X Ltd") which is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of the Century Funds (as defined hereinafter). The Reporting Person disclaims beneficial ownership of the securities held by the Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd and Deer X LP. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds and 15 Angels II LLC ("15 Angels"). The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and 15 Angels, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
3. Each share of the Issuer's Series A Preferred Stock will automatically convert into Common Stock on a 1:0.67874873 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
4. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
5. As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series A Preferred Stock that is convertible into 4,247,406 shares of Common Stock and 3,402,819 shares of Common Stock, respectively.
6. As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series B Preferred Stock that is convertible into 4,947,423 shares of Common Stock and 3,963,642 shares of Common Stock, respectively.
7. As of the date hereof, Bessemer IX and Bessemer Institutional own Issuer Series C Preferred Stock that is convertible into 5,426,820 shares of Common Stock and 4,347,711 shares of Common Stock, respectively.
8. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own Issuer Series D Preferred Stock that is convertible into 1,108,575 shares of Common Stock, 888,138 shares of Common Stock, 1,365,750 shares of Common Stock and 8,617,809 shares of Common Stock, respectively.
9. As of the date hereof, the Bessemer IX Fund, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels II LLC (collectively, the "Bessemer Funds") own Issuer Series E Preferred Stock that is convertible into 1,388,652 shares of Common Stock, 1,112,520 shares of Common Stock, 724,575 shares of Common Stock, 4,572,024 shares of Common Stock and 10,629 shares of Common Stock, respectively.
/s/ Eric Halverson for Steven Kraus, as Attorney in Fact 06/24/2021
** 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.

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