Sec Form 4 Filing - NEA 15 GP, LLC @ Bright Health Group Inc. - 2021-06-28

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
NEA 15 GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Bright Health Group Inc. [ BHG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1954 GREENSPRING DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2021
(Street)
TIMONIUM, MD21093
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 10,601,925 A 57,461,346 I See Note 2 ( 2 )
Common Stock 06/28/2021 C 26,703,498 A 84,164,844 I See Note 2 ( 2 )
Common Stock 06/28/2021 C 19,549,068 A 103,713,912 I See Note 2 ( 2 )
Common Stock 06/28/2021 C 3,327,852 A 107,041,764 I See Note 2 ( 2 )
Common Stock 06/28/2021 C 3,494,244 A 3,494,244 I See Note 4 ( 4 )
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 ( 1 ) 06/28/2021 C 15,619,807 ( 1 ) ( 1 ) Common Stock 10,601,925 $ 0 0 I See Note 2 ( 2 )
Series B Preferred ( 3 ) 06/28/2021 C 8,901,166 ( 3 ) ( 3 ) Common Stock 26,703,498 $ 0 0 I See Note 2 ( 2 )
Series C Preferred ( 3 ) 06/28/2021 C 6,516,356 ( 3 ) ( 3 ) Common Stock 19,549,068 $ 0 0 I See Note 2 ( 2 )
Series D Preferred Stock ( 3 ) 06/28/2021 C 1,109,284 ( 3 ) ( 3 ) Common Stock 3,327,852 $ 0 0 I See Note 2 ( 2 )
Series D Preferred ( 3 ) 06/28/2021 C 1,164,748 ( 3 ) ( 3 ) Common Stock 3,494,244 $ 0 0 I See Note 4 ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEA 15 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Sasha Keough, attorney-in-fact 06/30/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Series A Preferred Stock converted 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. These preferred shares had no expiration date.
( 2 )The Reporting Person is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest.
( 3 )Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock converted into shares of Common Stock on a 1:3 basis immediately prior to the closing of the Issuer's initial public offering. These preferred shares had no expiration date.
( 4 )The Reporting Person is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15-OF in which the Reporting Person has no pecuniary interest.

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.
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