Sec Form 4 Filing - CCP III Cayman GP Ltd. @ GoHealth, Inc. - 2020-07-17

Insider filing report for Changes in Beneficial Ownership
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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
CCP III Cayman GP Ltd.
2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2020
(Street)
NEW YORK, NY10152
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class B Common Stock 07/17/2020 D( 1 ) 9,572,710 D $ 0 80,792,677 I See footnotes ( 2 ) ( 3 )
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
LLC Interests ( 4 ) 07/17/2020 D 9,572,710 ( 5 ) ( 4 ) ( 4 ) Class A Common Stock 9,572,710 $ 19.95 ( 5 ) 80,792,677 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CCP III Cayman GP Ltd.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CCP III AIV VII Holdings, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CB Blizzard Co-Invest Holdings, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Associates III, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Blizzard Aggregator, LLC
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Aronson Jeffrey
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Gallogly Mark T
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Signatures
CCP III AIV VII HOLDINGS, L.P., By: CENTERBRIDGE ASSOCIATES III, L.P., its general partner, By: CCP III CAYMAN GP LTD., its general partner,By: /s/ Susanne V. Clark, Authorized Signatory 07/21/2020
Signature of Reporting Person Date
CB BLIZZARD CO-INVEST HOLDINGS, L.P., By: CENTERBRIDGE ASSOCIATES III, L.P., its general partner, By: CCP III CAYMAN GP LTD., itsgeneral partner, By: /s/ Susanne V. Clark, Authorized Signatory 07/21/2020
Signature of Reporting Person Date
CENTERBRIDGE ASSOCIATES III, L.P., By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory 07/21/2020
Signature of Reporting Person Date
CCP III CAYMAN GP LTD., By: /s/ Susanne V. Clark, Authorized Signatory 07/21/2020
Signature of Reporting Person Date
BLIZZARD AGGREGATOR, LLC, By: CCP III CAYMAN GP LTD., its sole manager, By: /s/ Susanne V. Clark, Authorized Signatory 07/21/2020
Signature of Reporting Person Date
JEFFREY H. ARONSON, By: /s/ Jeffrey H. Aronson 07/21/2020
Signature of Reporting Person Date
MARK T. GALLOGLY, By: /s/ Mark T. Gallogly 07/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the LLC Interests into shares of Class A Common Stock.
( 2 )Consists entirely of LLC Interests or Class B Common Stock held of record by Blizzard Aggregator, LLC ("Blizzard Aggregator").
( 3 )CCP III Cayman GP Ltd. ("CCP GP") is the general partner of Centerbridge Associates III, L.P. ("Centerbridge Associates"), which is the general partner of each of CCP III AIV VII Holdings, L.P. ("CCP III") and CB Blizzard Co-Invest Holdings, L.P. ("CB Blizzard") and may be deemed to share beneficial ownership over the shares held of record by CCP III and CB Blizzard. CCP GP is the sole manager of Blizzard Aggregator and may be deemed to share beneficial ownership over the shares held of record by Blizzard Aggregator. As the directors of CCP GP, Jeffrey H. Aronson and Mark T. Gallogly may be deemed to share beneficial ownership with respect to the shares held by each of CCP III, CB Blizzard and Blizzard Aggregator. Such persons and entities disclaim beneficial ownership of the shares held by each of CCP III, CB Blizzard and Blizzard Aggregator, except to the extent of any proportionate pecuniary interest therein.
( 4 )The LLC Interests may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering ("IPO") for shares of Class A Common Stock on a 1-to-1 basis.
( 5 )As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the IPO, the Reporting Person redeemed its LLC Interests in exchange for an aggregate consideration of $19.95 per LLC Interest.

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