Sec Form 4 Filing - Kraus Stephen @ Bright Health Group Inc. - 2021-06-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kraus Stephen 2. Issuer Name and Ticker or Trading Symbol Bright Health Group Inc. [ BHG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (Street) MINNEAPOLIS, MN55437 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/28/2021 C 0 A 0 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) 06/28/2021 C 0 ( 1 ) ( 1 ) Common Stock 0 $ 0 0 I See Footnotes ( 4 ) ( 5 ) ( 10 ) Series B Preferred Stock ( 2 ) 06/28/2021 C 0 ( 2 ) ( 2 ) Common Stock 0 $ 0 0 I See Footnotes ( 4 ) ( 5 ) ( 11 ) Series C Preferred Stock ( 2 ) 06/28/2021 C 0 ( 2 ) ( 2 ) Common Stock 0 $ 0 0 I See Footnotes ( 4 ) ( 5 ) ( 12 ) Series D Preferred Stock ( 2 ) 06/28/2021 C 0 ( 2 ) ( 2 ) Common Stock 0 $ 0 0 I See Footnotes ( 4 ) ( 5 ) ( 8 ) ( 9 ) ( 13 ) Series E Preferred Stock ( 2 ) 06/28/2021 C 0 ( 2 ) ( 2 ) Common Stock 0 $ 0 0 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kraus Stephen C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 X Signatures /s/ Stephen Kraus 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A Preferred Stock automatically converted 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. ( 2 )Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted 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 )As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") own 35,891,982 shares of Common Stock, 28,754,955 shares of Common Stock, 2,090,325 shares of Common Stock, 13,189,833 shares of Common Stock and 10,629 shares of Common Stock, respectively. ( 4 )Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds. ( 5 )(Continued from footnote 4)This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 6 )Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in 15 Angels. The Reporting Person has an indirect, passive economic interest in the shares held by the 15 Angels. The Reporting Person disclaims beneficial ownership of the securities held by 15 Angels except to the extent of his pecuniary interest, if any, ( 7 )(Continued from footnote 6) in such securities by virtue of his indirect interest in 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 8 )Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficialownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent oftheir pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds. Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P.,its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the shares of the Issuer held by Bessemer Century and Bessemer Century Institutional. The Reporting Person is a director of "Deer X Ltd" which is the general partner of "Deer X LP", ( 9 )(Continued from footnote 8) which is the general partner of the Bessemer Century Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer 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. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 10 )As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series A Preferred Stock. ( 11 )As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock. ( 12 )As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock. ( 13 )As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series D Preferred Stock. ( 14 )As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels each own 0 shares of Series E Preferred Stock.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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