Sec Form 4 Filing - Nelsen Keith J @ Bright Health Group Inc. - 2021-02-19

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 Nelsen Keith J 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) GC & CORPORATE SECRETARY (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2021 (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 05/12/2021 M 450,000 A $ 1.773 450,000 D Common Stock 06/18/2021 G 150,000 D $ 0 300,000 D Common Stock 06/18/2021 G 150,000 D $ 0 150,000 D Common Stock 06/18/2021 G 150,000 A $ 0 150,000 I See Footnote ( 1 ) Common Stock 06/18/2021 G 150,000 A $ 0 150,000 I See Footnote ( 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 Restricted Stock Units ( 3 ) 06/28/2021 A 1,050,000 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 1,050,000 $ 0 1,050,000 D Stock Options (Right to Buy) $ 2.3 02/19/2021 A 675,000 ( 6 ) 02/19/2031 Common Stock 675,000 $ 0 675,000 D Stock Options (Right to Buy) $ 1.773 05/12/2021 M 450,000 ( 7 ) 05/28/2030 Common Stock 450,000 $ 0 1,350,000 D Stock Options (Right to Buy) $ 2.3 ( 8 ) 11/19/2030 Common Stock 225,000 225,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nelsen Keith J C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 GC & CORPORATE SECRETARY Signatures /s/ Eric Halverson for Keith Nelsen, Attorney-in-Fact 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities held by Grace K. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed on June 24, 2021 in connection with the Issuer's initial public offering (the "Form 3"). ( 2 )Reflects securities held by Maxwell D. Nelsen 2021 Irrevocable Trust. These securities were inadvertently reported as directly owned by the Reporting Person on the Form 3 filed the Reporting Person. ( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). ( 4 )These performance-based restricted stock units ("PSUs") vest if the performance conditions are met. ( 5 )These PSUs shall vest as follows if the following price per share goals are met. ( 6 )These stock options vest over four years as follows: (a) 25% vests June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years. ( 7 )These stock options vest over four years as follows: (a) 25% vested on May 4, 2021 (one year after commencement of employment), and (b) 1/48 of the original grant amount (1,800,000) vests in monthly installments for the following three years. ( 8 )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).

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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