Sec Form 4 Filing - Smith Cathy R @ 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 Smith Cathy R 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) CFO & ADMINISTRATIVE OFFICER (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2021 (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 02/19/2021 M 690,624 A $ 1.773 690,624 D Common Stock 02/19/2021 M 150,000 A $ 1.773 840,624 D Common Stock 02/19/2021 G 840,624 D $ 0 0 D Common Stock 02/19/2021 G 840,624 A $ 0 840,624 I By The Smith Family Grantor Retained Annuity Trust ( 1 ) Common Stock 03/06/2021 M 53,124 A $ 1.773 53,124 D Common Stock 03/06/2021 G 53,124 D $ 0 0 D Common Stock 03/06/2021 G 53,124 A $ 0 893,748 I By The Smith Family Grantor Retained Annuity Trust ( 1 ) Common Stock 03/19/2021 M 12,498 A $ 1.773 12,498 D Common Stock 03/19/2021 G 6,252 D $ 0 6,246 D Common Stock 03/19/2021 G 6,252 A $ 0 900,000 I By The Smith Family Grantor Retained Annuity Trust ( 1 ) Common Stock 04/06/2021 M 53,127 A $ 1.773 59,373 D Common Stock 04/21/2021 M 12,501 A $ 1.773 71,874 D Common Stock 05/06/2021 M 53,124 A $ 1.773 124,998 D Common Stock 05/19/2021 M 12,501 A $ 1.773 137,499 D Common Stock 06/06/2021 M 5,124 A $ 1.773 142,623 D

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 Restrict Stock Units ( 2 ) 06/28/2021 A 1,050,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,050,000 $ 0 1,050,000 D Stock Options (Right to Buy) $ 2.3 02/19/2021 A 1,200,000 ( 5 ) 02/19/2031 Common Stock 1,200,000 $ 0 1,200,000 D Stock Options (Right to Buy) $ 1.773 02/19/2021 M 690,624 ( 6 ) 11/04/2029 Common Stock 690,624 $ 0 1,859,376 D Stock Options (Right to Buy) $ 1.773 02/19/2021 M 150,000 ( 7 ) 02/19/2030 Common Stock 150,000 $ 0 450,000 D Stock Options (Right to Buy) $ 1.773 03/06/2021 M 53,124 ( 6 ) 11/04/2029 Common Stock 53,124 $ 0 1,806,252 D Stock Options (Right to Buy) $ 1.773 03/19/2021 M 12,498 ( 7 ) 02/19/2030 Common Stock 12,498 $ 0 437,502 D Stock Options (Right to Buy) $ 1.773 04/06/2021 M 53,127 ( 6 ) 11/04/2029 Common Stock 53,127 $ 0 1,753,125 D Stock Options (Right to Buy) $ 1.773 04/21/2021 M 12,501 ( 7 ) 02/19/2030 Common Stock 12,501 $ 0 425,001 D Stock Options (Right to Buy) $ 1.773 05/06/2021 M 53,124 ( 6 ) 11/04/2029 Common Stock 53,124 $ 0 1,700,001 D Stock Options (Right to Buy) $ 1.773 05/19/2021 M 12,501 ( 7 ) 02/19/2030 Common Stock 12,501 $ 0 412,500 D Stock Options (Right to Buy) $ 1.773 06/06/2021 M 5,124 ( 6 ) 11/04/2029 Common Stock 5,124 $ 0 1,694,877 D Stock Options (Right to Buy) $ 2.3 ( 8 ) 11/19/2030 Common Stock 450,000 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Cathy R C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 CFO & ADMINISTRATIVE OFFICER Signatures /s/ Eric Halverson for Catherine R. Smith 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit Catherine R. Smith and Ryan T. Smith are the sole trustees. ( 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 performance conditions described below are met. ( 4 )These PSUs shall vest as follows if the following price per share goals are met. ( 5 )These stock options vest over four years as follows: (a) 25% vests on June 24, 2022 and (b) 1/48 of the original grant amount vests in monthly installments for the following three years. ( 6 )These stock options vest over four years as follows: (a) 25% vested on January 6, 2021, and (b) 1/48 of the original grant amount (2,550,000) vests in monthly installments for the following three years. ( 7 )These stock options vest over four years as follows: (a) 25% vested on February 19, 2021, and (b) 1/48 of the original grant amount (600,000) 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).

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