New Enterprise Associates 16, L.P. 4

Accession 0001193125-25-232130

CIK 0001671284other

View on SEC.gov Company Profile

Filed

Oct 5, 8:00 PM ET

Accepted

Oct 6, 5:48 PM ET

Size

22.7 KB

Accession

0001193125-25-232130

Insider Transaction Report

Form 4

Period: 2025-10-02

NeueHealth, Inc.NEUE

New Enterprise Associates 16, L.P.

Director10% Owner

Transactions

Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 787,979 total
Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+372,255$3,723→ 1,160,234 total
Tax Payment
Common Stock
2025-10-02$6.75/sh−551$3,719→ 1,159,683 total
Disposition to Issuer
Common Stock
2025-10-02−1,159,683→ 0 total
Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 788,259 total
Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 total
Exercise: $0.01→ Common Stock (189,195 underlying)
Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−372,255→ 0 total
Exercise: $0.01→ Common Stock (372,255 underlying)
Award
Warrant (Right to Buy)
2025-10-02+372,255→ 372,255 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (372,255 underlying)

NEA Partners 16, L.P.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-10-02−1,159,683→ 0 total
Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+372,255$3,723→ 1,160,234 total
Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−372,255→ 0 total
Exercise: $0.01→ Common Stock (372,255 underlying)
Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 787,979 total
Tax Payment
Common Stock
2025-10-02$6.75/sh−551$3,719→ 1,159,683 total
Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 total
Exercise: $0.01→ Common Stock (189,195 underlying)
Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 788,259 total
Award
Warrant (Right to Buy)
2025-10-02+372,255→ 372,255 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (372,255 underlying)

NEA 16 GP, LLC

Director10% Owner

Transactions

Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 788,259 total
Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+372,255$3,723→ 1,160,234 total
Disposition to Issuer
Common Stock
2025-10-02−1,159,683→ 0 total
Award
Warrant (Right to Buy)
2025-10-02+372,255→ 372,255 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (372,255 underlying)
Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 total
Exercise: $0.01→ Common Stock (189,195 underlying)
Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−372,255→ 0 total
Exercise: $0.01→ Common Stock (372,255 underlying)
Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 787,979 total
Tax Payment
Common Stock
2025-10-02$6.75/sh−551$3,719→ 1,159,683 total

Footnotes (6)

[F1]The securities are directly held by New Enterprise Associates 16, L.P. ("NEA 16") and are indirectly held by NEA Partners 16, L.P. ("NEA Partners 16"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "NEA 16 Managers"), together, the "NEA 16 Indirect Reporting Persons"). The NEA 16 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Paul Walker. The NEA 16 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 16 in which the NEA 16 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

1 file

4
ownership.xmlPrimary
4

Issuer

NeueHealth, Inc.

CIK 0001671284

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001694560

Filing Metadata

Form type: 4
Filed: Oct 5, 8:00 PM ET
Accepted: Oct 6, 5:48 PM ET
Size: 22.7 KB

View on SEC.gov