Sec Form 4 Filing - Mikan George Lawrence III @ Bright Health Group Inc. - 2021-03-31

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

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 Mikan George Lawrence III 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 X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2021 (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

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 Restricted Stock Units ( 1 ) 06/28/2021 A 7,350,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 7,350,000 $ 0 7,350,000 D Stock Options (Right to Buy) $ 1.04 03/31/2021 G 3,600,000 ( 4 ) 01/23/2029 Common Stock 3,600,000 $ 0 7,695,000 D Stock Options (Right to Buy) $ 1.04 03/31/2021 G 3,600,000 ( 4 ) 01/23/2029 Common Stock 3,600,000 $ 0 3,600,000 I By spouse Stock Options (Right to Buy) $ 1.04 05/11/2021 G 3,600,000 ( 4 ) 01/23/2029 Common Stock 3,600,000 $ 0 0 I By spouse Stock Options (Right to Buy) $ 1.04 05/11/2021 G 3,600,000 ( 4 ) 01/23/2029 Common Stock 3,600,000 $ 0 3,600,000 I By Mikan Family Enterprise, LLC Stock Options (Right to Buy) $ 1.04 ( 5 ) 01/23/2029 Common Stock 7,695,000 7,695,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mikan George Lawrence III C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 X CEO and President Signatures /s/ Eric Halverson for George Lawrence Mikan III, Attorney-in-Fact 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). ( 2 )These performance-based restricted stock units ("PSUs") shall vest if the performance conditions described below are met as follows: if (a) a price per share goal described below is achieved before the third anniversary of the date of grant (June 28, 2024), the corresponding PSUs shall remain unvested and require the Reporting Person to remain employed through such third anniversary date, and (b) a price per share goal described below is achieved after such third anniversary date, the corresponding PSUs shall vest upon the achievement of such price per share goal. ( 3 )These PSUs shall vest as follows if the following price per share goals are met prior to the fifth anniversary of the date of grant (June 28, 2026): (a) 25% of the PSUs shall vest if the average closing stock price per share of the Common Stock measured over 30 consecutive trading days (the "Average Price") exceeds $27.00, (b) 25% of the PSUs shall vest if the Average Price exceeds $36.00, (c) 25% of the PSUs shall vest if the Average Price exceeds $45.00, and (d) 25% of the PSUs shall vest if the Average Price exceeds $54.00. If any such price per share goal stated above is not achieved by the fifth anniversary of the grant, the corresponding PSUs shall be forfeited. ( 4 )These stock options are fully vested. ( 5 )These stock options vest over four years as follows: (a) 25% vested on January 15, 2020 and (b) 1/48 of the original grant amount (of 11,295,000) vests in monthly installments for the following three years. This footnote corrects the date the first 25% vested that was reported on the Form 3 filed by the Reporting Person.

Remarks: This Form 3 includes securities reported on the Form 3 filed on June 24, 2021 by the Reporting Person in connection with the Issuer's initial public offering, and reported transactions effected prior to the Issuer's initial public offering reflect post-stock split numbers.

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.