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Form 3 Bright Health Group Inc. For: Jun 24 Filed by: FOLICK JEFFREY

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June 24, 2021 9:58 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 *
FOLICK JEFFREY
(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 413,927
D
 
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   (1)   (1) Common Stock 156,570 (1) D  
Series B Preferred Stock   (2)   (2) Common Stock 30,941 (2) D  
Series C Preferred Stock   (2)   (2) Common Stock 32,079 (2) D  
Series D Preferred Stock   (2)   (2) Common Stock 13,311 (2) D  
Stock Options (Right to Buy)   (3) 04/03/2028 Common Stock 125,220 0.6267 D  
Explanation of Responses:
1. (1) Each share of the Issuer's Series A Preferred Stock will automatically convert into shares of the Issuer's common stock ("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.
2. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, and Series D 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.
3. These stock options vest over four years as follows: (a) 25% vested on April 3, 2019 (one year after the grant date), and (b) 1/48 of the original grant amount (546,411) vests in monthly installments for the following three years.
/s/ Eric Halverson for Jeff Folick, 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.

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that the undersigned, does hereby make, constitute and appoint each of Keith Nelsen, Eric Halverson and Tonya LaBrec, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Bright Health Group, Inc. (the “Company”) (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in connection with any applications for EDGAR access codes or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or her ownership of or transactions in securities of the Company, unless earlier revoked in writing. Keith Nelsen, Eric Halverson and Tonya LaBrec are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

Dated:   Jun 3, 2021           By: /s/ Jeff Folick
    Jeff Folick

 

 

 


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