Sec Form 3 Filing - Kraus Stephen @ Bright Health Group Inc. - 2021-06-24

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 06/24/2021 (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 0 I See Footnotes ( 1 ) ( 2 )

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 ( 3 ) ( 3 ) ( 3 ) Common Stock 0 ( 3 ) ( 5 ) I See Footnotes ( 2 ) ( 3 ) ( 5 ) Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 0 ( 4 ) ( 6 ) I See Footnotes ( 2 ) ( 4 ) ( 6 ) Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 0 ( 4 ) ( 7 ) I See Footnotes ( 2 ) ( 4 ) ( 7 ) Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 0 ( 4 ) ( 8 ) I See Footnotes ( 2 ) ( 4 ) ( 8 ) Series E Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 0 ( 4 ) ( 9 ) I See Footnotes ( 2 ) ( 4 ) ( 9 )

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/ Eric Halverson for Steven Kraus, as Attorney in Fact 06/24/2021 Signature of Reporting Person Date

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.

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.