Sec Form 4 Filing - Cruz Shane E. @ GoHealth, Inc. - 2021-01-25

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
Cruz Shane E.
2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
214 WEST HURON ST.
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2021
(Street)
CHICAGO, IL60654
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
Class A Common Stock 01/25/2021 C 75,000 A 75,000 D
Class A Common Stock 01/25/2021 S( 2 ) 75,000 D $ 14.6352 0 D
Class B Common Stock 01/25/2021 C 75,000 A 75,000 D
Class B Common Stock 01/25/2021 J( 1 ) 75,000 D $ 0 ( 1 ) 0 D
Class A Common Stock 01/27/2021 C 11,829 A 11,829 D
Class A Common Stock 01/27/2021 S( 2 ) 11,829 D $ 15.0248 0 D
Class B Common Stock 01/27/2021 C 11,829 A 11,829 D
Class B Common Stock 01/27/2021 J( 1 ) 11,829 D $ 0 ( 1 ) 0 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
Blizzard Management Feeder LLC Interests ( 3 ) 01/25/2021 C 75,000 ( 4 ) ( 4 ) LLC Interests 75,000 ( 3 ) 1,901,690 D
LLC Interests ( 1 ) 01/25/2021 C 75,000 ( 1 ) ( 1 ) Class A Common Stock 75,000 ( 1 ) 75,000 D
LLC Interests ( 1 ) 01/25/2021 C 75,000 ( 1 ) ( 1 ) Class A Common Stock 75,000 ( 1 ) 0 D
Blizzard Management Feeder LLC Interests ( 3 ) 01/27/2021 C 11,829 ( 4 ) ( 4 ) LLC Interests 11,829 ( 3 ) 1,889,861 D
LLC Interests ( 1 ) 01/27/2021 C 11,829 ( 1 ) ( 1 ) Class A Common Stock 11,829 ( 1 ) 11,829 D
LLC Interests ( 1 ) 01/27/2021 C 11,829 ( 1 ) ( 1 ) Class A Common Stock 11,829 ( 1 ) 0 D
Blizzard Management Feeder LLC Interests ( 3 ) ( 5 ) ( 5 ) Class A Common Stock 989,643 989,643 I By: Shane E. Cruz 2020 Irrevocable Trust dated June 16, 2020
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cruz Shane E.
214 WEST HURON ST.
CHICAGO, IL60654
Chief Operating Officer
Signatures
/s/ Shane E. Cruz 01/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each LLC Interest may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-for-1 basis. Upon the redemption of any LLC Interests, a number of Class B Shares equal to the number of LLC Interests that are redeemed will be cancelled by the Issuer for no consideration
( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
( 3 )Blizzard Management Feeder Interests ("Feeder Interests") are convertible at the option of the holder for LLC Interests (and a corresponding number of Class B Shares) on a 1-for-1 basis, which will be subsequently redeemed for an equal number of shares of Class A Common Stock.
( 4 )Following the transactions reported herein, 1,556,794 of the Feeder Interests are currently vested. The remaining Feeder Interests will vest in four equal annual installments beginning on September 13, 2021 and have no expiration date.
( 5 )The Feeder Interests are fully vested and currently exercisable.

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