Form 4 Signify Health, Inc. For: May 19 Filed by: KLINSKY STEVEN B

May 23, 2022 8:45 PM EDT

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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 *
New Mountain Capital, L.L.C.

(Last) (First) (Middle)
1633 BROADWAY
48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Signify Health, Inc. [ SGFY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock 05/19/2022   A   44,016 (1) (2) A $ 0 67,764 I By New Mountain Directors (3) (7)
Class A Common Stock               48,378,865 I By New Mountain Partners V (AIV-C2), L.P. (4) (5) (6) (7)
Class A Common Stock               48,330,828 I By Remedy Acquisition, L.P. (4) (5) (6) (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Represents a grant of restricted stock units ("RSUs") relating to 14,672 shares of Class A common stock to each of Matthew S. Holt, Albert A. Notini and Kyle B. Peterson (collectively, the "New Mountain Directors"). Each of the New Mountain Directors has assigned all rights, title and interest in the RSUs reported herein to New Mountain Capital, L.L.C. ("NMC").
2. The RSUs are scheduled to vest on May 19, 2023.
3. Each of the New Mountain Directors is a member of the Issuer's Board of Directors and a member of New Mountain Investments V, L.L.C. ("NM V").
4. NMC may be deemed to have beneficial ownership of the shares of Class A common stock directly held by each of New Mountain Partners V (AIV-C2), L.P. ("AIV-C2") and Remedy Acquisition, L.P. ("Remedy Acquisition").
5. The general partner of New Mountain Partners V (AIV-C), L.P. ("AIV-C"), AIV-C2 and Remedy Acquisition is NM V and the manager of AIV-C is NMC. Steven B. Klinsky is the managing member of NM V, which has decision-making power over the disposition and voting of shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition. NMC also has voting power over the shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition. Mr. Klinsky, as the managing member of NM V, has voting and investment power over the shares it holds.
6. The managing member of NMC is New Mountain Capital Group, L.P., whose general partner is NM Holdings GP, L.L.C (whose managing member is Mr. Klinsky). Since (a) NM V has decision-making power over AIV-C, AIV-C2 and Remedy Acquisition and (b) NMC has voting power over the shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition, Mr. Klinsky may be deemed to beneficially own the shares that AIV-C, AIV-C2 and Remedy Acquisition hold of record or may be deemed to beneficially own.
7. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
/s/ New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Partners V. L.P.; By its General Partner New Mountain Investments, V, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Partners V (AIC-C), L.P.; By its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Partners V (AIV-C2), L.P.; By its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson 05/23/2022
** Signature of Reporting Person Date
/s/ Remedy Acquisition L.P.; By its General Partner Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson 05/23/2022
** Signature of Reporting Person Date
/s/ Steven B. Klinsky 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** Signature of Reporting Person Date
/s/ New Mountain Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein 05/23/2022
** 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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