4//SEC Filing
Mikan George Lawrence III 4
Accession 0001628280-25-044376
CIK 0001671284other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 6:20 PM ET
Size
13.5 KB
Accession
0001628280-25-044376
Insider Transaction Report
Form 4
NeueHealth, Inc.NEUE
Mikan George Lawrence III
DirectorCEO & President
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-10-02−58,876→ 0 total→ Common Stock (58,876 underlying) - Disposition to Issuer
Common Stock
2025-10-02−249,453→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-10-02−260,000→ 0 total→ Common Stock (260,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-02−580,000→ 0 total→ Common Stock (580,000 underlying)
Footnotes (7)
- [F1]On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
- [F2]Pursuant to the Rollover Agreement, dated as of September 17, 2025 (the "Rollover Agreement"), entered into by and among NH Holdings 2025 SPV, L.P. ("Holdings"), NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and the Reporting Person, the Reporting Person contributed its shares of Issuer common stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") to Holdings in exchange for Holdings common units, series A preferred units and series B preferred units on a one for one basis in accordance with the Rollover Agreement, and effective as of the effective time of the Merger (the "Effective Time").
- [F3]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F4]The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/23.
- [F5]Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting).
- [F6]The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24.
- [F7]All of these restricted stock units vest on 10/11/26.
Documents
Issuer
NeueHealth, Inc.
CIK 0001671284
Entity typeother
Related Parties
1- filerCIK 0001381037
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 6:20 PM ET
- Size
- 13.5 KB