4//SEC Filing
New Enterprise Associates 15, L.P. 4
Accession 0001193125-25-232128
CIK 0001671284other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 5:48 PM ET
Size
21.2 KB
Accession
0001193125-25-232128
Insider Transaction Report
Form 4
NeueHealth, Inc.NEUE
New Enterprise Associates 15, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+434,297$4,343→ 1,961,234 total - Disposition to Issuer
Common Stock
2025-10-02−1,960,591→ 0 total - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 1,527,217 total - Tax Payment
Common Stock
2025-10-02$6.75/sh−643$4,340→ 1,960,591 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 totalExercise: $0.01→ Common Stock (189,195 underlying) - Award
Warrant (Right to Buy)
2025-10-02+434,297→ 434,297 totalExercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (434,297 underlying) - Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−434,297→ 0 totalExercise: $0.01→ Common Stock (434,297 underlying) - Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 1,526,937 total
NEA Partners 15, L.P.
Director10% Owner
Transactions
- Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 1,526,937 total - Tax Payment
Common Stock
2025-10-02$6.75/sh−643$4,340→ 1,960,591 total - Disposition to Issuer
Common Stock
2025-10-02−1,960,591→ 0 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 totalExercise: $0.01→ Common Stock (189,195 underlying) - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 1,527,217 total - Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+434,297$4,343→ 1,961,234 total - Award
Warrant (Right to Buy)
2025-10-02+434,297→ 434,297 totalExercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (434,297 underlying) - Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−434,297→ 0 totalExercise: $0.01→ Common Stock (434,297 underlying)
Footnotes (6)
- [F1]The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.
- [F2]Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025.
- [F3]Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist.
- [F4]The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025.
- [F5]Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto.
- [F6]The warrants became fully exercisable on October 2, 2025.
Documents
Issuer
NeueHealth, Inc.
CIK 0001671284
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001629794
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 5:48 PM ET
- Size
- 21.2 KB