Sec Form 4 Filing - Valdivia Tomas @ Bright Health Group Inc. - 2021-02-09

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 Valdivia Tomas 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF HEALTH & EQUITY OFFICER (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (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 02/09/2021 M 31,251 A $ 1.04 4,342,515 D Common Stock 02/09/2021 M 125,001 A $ 1.0867 4,467,516 D Common Stock 03/01/2021 M 6,249 A $ 1.04 4,473,765 D Common Stock 03/01/2021 M 24,999 A $ 1.0867 4,498,764 D Common Stock 06/28/2021 C 11,286 A 4,510,050 D Common Stock 769,560 I By spouse Common Stock 769,560 I By Valdivia 2020 Family Investment, LLC

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 ( 2 ) 06/28/2021 A 1,050,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,050,000 $ 0 1,050,000 D Series A Preferred Stock ( 1 ) 06/28/2021 C 16,629 ( 1 ) ( 1 ) Common Stock 11,286 $ 0 0 D Stock Options (Right to Buy) $ 1.04 02/09/2021 M 31,251 ( 5 ) 10/18/2028 Common Stock 31,251 $ 0 131,250 D Stock Options (Right to Buy) $ 1.0867 02/09/2021 M 125,001 ( 6 ) 04/18/2029 Common Stock 125,001 $ 0 800,001 D Stock Options (Right to Buy) $ 1.04 03/01/2021 M 6,249 ( 5 ) 10/18/2028 Common Stock 6,249 $ 0 125,001 D Stock Options (Right to Buy) $ 1.0867 03/01/2021 M 24,999 ( 6 ) 04/18/2029 Common Stock 24,999 $ 0 775,002 D Stock Options (Right to Buy) $ 2.3 ( 7 ) 11/19/2030 Common Stock 150,000 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Valdivia Tomas C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 CHIEF HEALTH & EQUITY OFFICER Signatures /s/ Eric Halverson for Tomas Valdivia, 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 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 restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). ( 3 )These performance-based restricted stock units ("PSUs") shall vest if the perfor mance conditions are met. ( 4 )These performance-based restricted stock units ("PSUs") shall vest if the performance conditions are met. ( 5 )These stock options vest over four years as follows: (a) 25% vested on October 18, 2019 (one year after the grant date), and (b) 1/48 of the original grant amount (300,000) vests in monthly installments for the following three years. ( 6 )These stock options vest over four years as follows: 1/48 of the original grant amount (300,000) vests in monthly installments over the four year period that began on October 1, 2019. ( 7 )These stock options vest over four years as follows: (a) 25% vests on December 18, 2021, and (b) 1/48 of the original grant amount vests in monthly installments for the following three years.

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).

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