4//SEC Filing
Newhall Adair 4
Accession 0001628280-22-026691
CIK 0001671284other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 8:20 PM ET
Size
15.3 KB
Accession
0001628280-22-026691
Insider Transaction Report
Form 4
Newhall Adair
Director
Transactions
- Award
Series B Convertible Perpetual Preferred Stock
2022-10-17$1000.00/sh+39$39,000→ 39 total(indirect: See Note 5.)→ Common Stock (27,524 underlying) - Award
Series B Convertible Perpetual Preferred Stock
2022-10-17$1000.00/sh+448$448,000→ 448 total(indirect: See Note 4.)→ Common Stock (316,174 underlying) - Award
Series B Convertible Perpetual Preferred Stock
2022-10-17$1000.00/sh+1,526$1,526,000→ 1,526 total(indirect: See Note 6.)→ Common Stock (1,076,970 underlying) - Award
Series B Convertible Perpetual Preferred Stock
2022-10-17$1000.00/sh+87$87,000→ 87 total(indirect: See Note 7.)→ Common Stock (61,400 underlying)
Footnotes (7)
- [F1]The Issuer's Series B Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $1.4169) as of the applicable conversion date, subject to anti-dilution adjustments.
- [F2]The Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 287% of the then- applicable conversion price (initially $4.07) for (x) each of at least 20 in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3]
- [F3][Continuation of Note 2] At any time on or after the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date.
- [F4]Held directly by StepStone VC Opportunities V, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities V, L.P.
- [F5]Held directly by StepStone VC Opportunities V-D, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities V-D, L.P.
- [F6]Held directly by StepStone VC Opportunities VI, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities VI, L.P.
- [F7]Held directly by StepStone VC Opportunities VI-D, L.P. The Reporting Person is a partner of StepStone Group LP, the investment manager of StepStone VC Opportunities VI-D, L.P.
Documents
Issuer
Bright Health Group Inc.
CIK 0001671284
Entity typeother
Related Parties
1- filerCIK 0001867162
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 8:20 PM ET
- Size
- 15.3 KB