Sec Form 4 Filing - Srivastava Sanjeev K @ Bright Health Group Inc. - 2021-05-06

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 Srivastava Sanjeev K 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) CEO, NEUEHEALTH (Last) (First) (Middle) C/O BRIGHT HEALTH GROUP, INC., 8000 NORMAN CENTER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2021 (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 05/06/2021 M 593,748 A $ 1.773 593,748 D Common Stock 05/06/2021 M 27,180 A $ 1.773 620,928 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 Restricted Stock Units ( 1 ) 06/28/2021 A 1,050,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 1,050,000 $ 0 1,050,000 D Stock Options (Right to Buy) $ 1.773 05/06/2021 M 593,748 ( 4 ) 11/04/2029 Common Stock 593,748 $ 0 906,252 D Stock Options (Right to Buy) $ 1.773 05/06/2021 M 27,180 ( 5 ) 02/19/2030 Common Stock 27,180 $ 0 41,487 D Stock Options (Right to Buy) $ 2.3 ( 6 ) 11/19/2030 Common Stock 300,000 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Srivastava Sanjeev K C/O BRIGHT HEALTH GROUP, INC. 8000 NORMAN CENTER DRIVE, SUITE 1200 MINNEAPOLIS, MN55437 CEO, NEUEHEALTH Signatures /s/ Eric Halverson for Sanjeev K. Srivastava, Attorney-in-Fact 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). ( 2 )These performance-based restricted stock units ("PSUs") shall vest if the performance conditions described below are met. ( 3 )These PSUs shall vest as follows if the following price per share goals are met. ( 4 )These stock options vest over four years as follows: (a) 25% vested on September 16, 2020 and (b) 1/48 of the original grant amount (of 1,500,000) vests in monthly installments for the following three years. ( 5 )These stock options vest over four years as follows: (a) 25% vested on September 16, 2020, and (b) 1/48 of the original grant amount (of 68,667) vests in monthly installments for the following three years. ( 6 )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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