Sec Form 4 Filing - Makhzoumi Mohamad @ Bright Health Group Inc. - 2022-01-03

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 Makhzoumi Mohamad 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2855 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (Street) MENLO PARK, CA94025 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 Series A Convertible Perpetual Preferred Stock ( 1 ) 01/03/2022 A 75,000 ( 1 ) ( 2 )( 3 ) Common Stock 16,488,682 $ 1,000( 1 ) 75,000 I See Note 4( 4 ) Series A Convertible Perpetual Preferred Stock ( 1 ) 01/03/2022 A 125,000 ( 1 ) ( 2 )( 3 ) Common Stock 27,481,137 $ 1,000( 1 ) 125,000 I See Note 5( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Makhzoumi Mohamad 2855 SAND HILL ROAD MENLO PARK, CA94025 X X Signatures /s/ Louis Citron, attorney in fact 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer's Series A Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $4.55) as of the applicable conversion date, subject to anti-dilution adjustments. ( 2 )The Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 175% of the then- applicable conversion price (initially $7.96) for (x) at least 20 in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3] ( 3 )[Continuation of Note 2] At any time following the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date. ( 4 )The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), 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 17 in which the Reporting Person has no pecuniary interest. ( 5 )The Reporting Person is a manager of NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), 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 18 VGE in which the Reporting Person has no pecuniary interest.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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