New Enterprise Associates 17, L.P. 4

Accession 0001193125-25-232131

CIK 0001671284other

View on SEC.gov Company Profile

Filed

Oct 5, 8:00 PM ET

Accepted

Oct 6, 5:49 PM ET

Size

28.5 KB

Accession

0001193125-25-232131

Insider Transaction Report

Form 4

Period: 2025-10-02

NeueHealth, Inc.NEUE

New Enterprise Associates 17, L.P.

Director10% Owner

Transactions

Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 488,982 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
Common Stock
2025-10-02$0.01/sh+186,128$1,861→ 674,830 total
Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−75,000→ 0 total
→ Common Stock (330,194 underlying)
Tax Payment
Common Stock
2025-10-02$6.75/sh−276$1,863→ 674,554 total
Award
Warrant (Right to Buy)
2025-10-02+186,128→ 186,128 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (186,128 underlying)
Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 488,702 total
Disposition to Issuer
Common Stock
2025-10-02−674,554→ 0 total
Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−186,128→ 0 total
Exercise: $0.01→ Common Stock (186,128 underlying)
Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−37,700→ 0 total
→ Common Stock (509,780 underlying)

NEA Partners 17, L.P.

Director10% Owner

Transactions

Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 488,982 total
Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−186,128→ 0 total
Exercise: $0.01→ Common Stock (186,128 underlying)
Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−37,700→ 0 total
→ Common Stock (509,780 underlying)
Disposition to Issuer
Common Stock
2025-10-02−674,554→ 0 total
Award
Warrant (Right to Buy)
2025-10-02+186,128→ 186,128 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (186,128 underlying)
Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 488,702 total
Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+186,128$1,861→ 674,830 total
Tax Payment
Common Stock
2025-10-02$6.75/sh−276$1,863→ 674,554 total
Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 total
Exercise: $0.01→ Common Stock (189,195 underlying)
Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−75,000→ 0 total
→ Common Stock (330,194 underlying)

NEA 17 GP, LLC

Director10% Owner

Transactions

Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−186,128→ 0 total
Exercise: $0.01→ Common Stock (186,128 underlying)
Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+186,128$1,861→ 674,830 total
Tax Payment
Common Stock
2025-10-02$6.75/sh−276$1,863→ 674,554 total
Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−189,195→ 0 total
Exercise: $0.01→ Common Stock (189,195 underlying)
Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−75,000→ 0 total
→ Common Stock (330,194 underlying)
Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−37,700→ 0 total
→ Common Stock (509,780 underlying)
Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+189,195$1,892→ 488,982 total
Disposition to Issuer
Common Stock
2025-10-02−674,554→ 0 total
Sale
Common Stock
2025-10-02$6.75/sh−280$1,890→ 488,702 total
Award
Warrant (Right to Buy)
2025-10-02+186,128→ 186,128 total
Exercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (186,128 underlying)

Footnotes (8)

[F1]The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "NEA 17 Managers"), together, the "NEA 17 Indirect Reporting Persons"). The NEA 17 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott D. Sandell, Paul Walker and Rick Yang. The NEA 17 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 17 in which the NEA 17 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, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred 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, Series A Preferred Stock and Series B Preferred 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.
[F7]The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions.
[F8]The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

NeueHealth, Inc.

CIK 0001671284

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001768564

Filing Metadata

Form type: 4
Filed: Oct 5, 8:00 PM ET
Accepted: Oct 6, 5:49 PM ET
Size: 28.5 KB

View on SEC.gov