4//SEC Filing
Slavitt Andrew M 4
Accession 0001628280-25-044378
CIK 0001671284other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 6:25 PM ET
Size
16.3 KB
Accession
0001628280-25-044378
Insider Transaction Report
Form 4
NeueHealth, Inc.NEUE
Slavitt Andrew M
Director
Transactions
- Disposition to Issuer
Common Stock
2025-10-02−18,529→ 0 total - Disposition to Issuer
Common Stock
2025-10-02−5,625→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2025-10-02−52,968→ 0 total(indirect: See Note) - Disposition to Issuer
Common Stock
2025-10-02−30,687→ 0 total(indirect: See note) - Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−4,200→ 0 total(indirect: See Note)→ Common Stock (4,200 underlying)
Footnotes (8)
- [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 August 14, 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]The Reporting Person is a managing member of the General Partner of Town Hall Ventures LP, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership over the shares held by Town Hall Ventures LP except to the extent of his pecuniary interest therein.
- [F4]The Reporting Person is a managing member of the General Partner of Town Hall Ventures II LP, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership over the shares held by Town Hall Ventures II LP except to the extent of his pecuniary interest therein.
- [F5]The Issuer's Series B Preferred Stock was 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 the Issuer's common stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments.
- [F6]The Series B Preferred Stock had no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock was greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provided notice of its election to convert, the Issuer may have elected to convert all of the Series B Preferred Stock into the relevant number of shares of Issuer common stock. [Continued on Note 7]
- [F7][Continuation of Note 6] At any time following the fifth anniversary of the original issuance date, the Issuer may have redeemed all of the Series B 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 occurred at any time on or after the seventh anniversary of the original issuance date.
- [F8]The shares are directly held by Town Hall Ventures II, L.P. The Reporting Person serves as a managing member of the General Partner of Town Hall Ventures II, L.P.. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by Town Hall Ventures II, L.P., except to the extent of any pecuniary interest therein.
Documents
Issuer
NeueHealth, Inc.
CIK 0001671284
Entity typeother
Related Parties
1- filerCIK 0001411209
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 6:25 PM ET
- Size
- 16.3 KB