Sec Form 4 Filing - CCP III Cayman GP Ltd. @ GoHealth, Inc. - 2022-11-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
11/15/2022
(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 A Common Stock 11/15/2022 P 3,000,000 A $ 0.3864 43,682,961 I See footnotes( 1 )( 2 )( 3 )
Class A Common Stock 11/16/2022 P 3,365,747 A $ 0.4799 47,048,708 I See footnotes( 1 )( 2 )( 3 )
Class A Common Stock 11/17/2022 P 2,717,898 A $ 0.5603 49,766,606 I See footnotes( 1 )( 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
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
Centerbridge Associates III, L.P.
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
CB Blizzard Lower Holdings GP A, LLC
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CB Blizzard Lower Holdings A, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Blizzard Aggregator, LLC
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CB Blizzard Lower Holdings GP B, LLC
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CB Blizzard Lower Holdings B, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Aronson Jeffrey
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Signatures
CCP III CAYMAN GP LTD. By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
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 11/17/2022
Signature of Reporting Person Date
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 11/17/2022
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., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
CB BLIZZARD LOWER HOLDINGS GP A, LLC By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
CB BLIZZARD LOWER HOLDINGS A, L.P., By: CB BLIZZARD LOWER HOLDINGS GP A, LLC, its general partner By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
BLIZZARD AGGREGATOR, LLC, By: CCP III CAYMAN GP LTD., its sole manager By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
CB BLIZZARD LOWER HOLDINGS GP B, LLC By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
CB BLIZZARD LOWER HOLDINGS B, L.P., By: CB BLIZZARD LOWER HOLDINGS GP B, LLC, its general partner By: /s/ Susanne V. Clark, Authorized Signatory 11/17/2022
Signature of Reporting Person Date
JEFFREY H. ARONSON By: /s/ Jeffrey H. Aronson 11/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Following the transactions reported herein, includes (i) 40,682,961 shares of Class A Common Stock held of record by CB Blizzard Lower Holdings A, L.P. ("CB Blizzard A") and (ii) 9,083,645 shares of Class A Common Stock held of record by CB Blizzard Holdings C, L.P. ("CB Blizzard C").
( 2 )CCP III Cayman GP Ltd. ("CCP GP") is the general partner of CB Blizzard C and may be deemed to share beneficial ownership of the securities held of record by CB Blizzard C. CCP GP is also the general partner of Centerbridge Associates III, L.P., which is the general partner of each of CCP III AIV VII Holdings, L.P. and CB Blizzard Co-Invest Holdings, L.P., which are the owners of CB Blizzard Lower Holdings GP A, LLC, which is the general partner of CB Blizzard A. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by CB Blizzard A. CCP GP is also the sole manager of Blizzard Aggregator, LLC, which is the owner of CB Blizzard Lower Holdings GP B, LLC, which is the general partner of CB Blizzard Lower Holdings B, L.P. ("CB Blizzard B"). As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by CB Blizzard B.
( 3 )Jeffrey H. Aronson is the sole director of CCP GP and, as a result, may be deemed to share beneficial ownership of the securities held of record by each of CB Blizzard A, CB Blizzard C and CB Blizzard B. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson or by any Reporting Person as to beneficial ownership of securities owned by another Reporting Person. In addition, Mr. Aronson expressly disclaims beneficial ownership of the securities held of record by each of CB Blizzard A, CB Blizzard C and CB Blizzard B, except to the extent of any proportionate pecuniary interest therein.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.