Item 1.01 Entry into a Material Definitive Agreement.



As previously announced, Bright Health Group, Inc. (the "Company") entered into
an Investment Agreement (as amended through the date hereof, the "Investment
Agreement") with certain subsidiaries of Cigna Corporation and certain
affiliates of New Enterprise Associates (collectively, the "Purchasers"),
relating to the issuance and sale by the Company to the Purchasers of 750,000
shares of the Company's Series A Convertible Perpetual Preferred Stock, par
value $0.0001 per share (the "Preferred Stock"), for an aggregate purchase price
of $750.0 million, or $1,000 per share (the "Issuance"). On January 3, 2022, the
Issuance was consummated (the "Closing" and the date of the Closing, the
"Closing Date").

Registration Rights Agreement Amendment



In connection with the Closing, the Company, the Purchasers and certain other
holders entered into the Second Amendment to the Second Amended and Restated
Registration Rights Agreement (the "Registration Rights Agreement Amendment"),
pursuant to which the Company agreed to provide to the Purchasers those certain
registration and other rights afforded to the Holders (as defined in the
Registration Rights Agreement Amendment) pursuant to the Company's existing
registration rights agreement, as amended, and as further amended by the
Registration Rights Agreement Amendment.

The foregoing description of the Registration Rights Agreement Amendment does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Registration Rights Agreement Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein.

Item 3.02 Unregistered Sales of Equity Securities.



The information regarding the Issuance set forth in Item 1.01 and the
information regarding the Preferred Stock set forth in Item 5.03 is incorporated
by reference into this Item 3.02. The Issuance of the Preferred Stock pursuant
to the Investment Agreement was undertaken in reliance upon an exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(a)(2) thereof. The Purchasers each
represented to the Company that such Purchaser is an "accredited investor" as
defined in Rule 501 of the Securities Act and that the Preferred Stock is being
acquired for investment purposes and not with a view to, or for sale in
connection with, any distribution thereof, and appropriate legends will be
affixed to any certificates evidencing shares of Preferred Stock or shares of
Common Stock issued in connection with any future conversion of the Preferred
Stock.

The information in Item 5.03 with respect to the Certificate of Designations is incorporated by reference into this Item 3.02.

Item 3.03 Material Modifications to Rights of Security Holders.

The information in Item 3.02 and the information in Item 5.03 are incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.



On January 3, 2022, the Company filed with the Secretary of State of the State
of Delaware a Certificate of Designations designating the Preferred Stock (the
"Certificate of Designations") and establishing the powers, designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations and restrictions of the shares of Preferred
Stock. The Certificate of Designations became effective upon filing.

The Preferred Stock ranks senior to the shares of the Company's Common Stock,
par value $0.0001 per share (the "Common Stock"), with respect to dividend
rights and rights on the distribution of assets on any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company. The
Preferred Stock has an initial liquidation preference of $1,000 per share, which
shall increase by accumulated quarterly dividends that are not paid in cash
("compounded dividends"). Holders of the Preferred Stock are entitled to a
dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in
arrears and subject to certain adjustments, as set forth in the Certificate of
Designations. Dividends will be payable in cash, by increasing the amount of
liquidation preference (compounded dividends) with respect to a share of
Preferred Stock, or any combination thereof, at the sole discretion of the
Company.

The Preferred Stock will be convertible at the option of the holders into (I)
the number of shares of Common Stock equal to the quotient of (a) the sum of (x)
the liquidation preference (reflecting increases for compounded dividends) plus
(y) 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 $4.55) as of the applicable conversion date plus (II) cash in lieu
of fractional shares, subject to certain anti­dilution adjustments. At any time
after the third anniversary of the Closing Date, if the closing price per share
of Common Stock on the New York Stock Exchange was greater than $7.96 for (x)
each of at least twenty (20) trading days in any period of thirty (30)
consecutive trading days and (y) the last trading day immediately before the
Company provides the holders with notice of its election to convert all of the
Preferred Stock into the relevant number of shares of Common Stock, the Company
may elect to convert all of the Preferred Stock into the relevant number of
shares of Common Stock.

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Under the Certificate of Designations, holders of the Preferred Stock are
entitled to vote with the holders of the Common Stock on an as­converted basis,
solely with respect to (i) a change of control transaction (to the extent such
change of control transaction is submitted to a vote of the holders of the
Common Stock) or (ii) the issuance of capital stock by the Company in connection
with an acquisition by the Company (to the extent such issuance is submitted to
a vote of the holders of the Common Stock), subject to certain restrictions.
Holders of the Preferred Stock are entitled to a separate class vote with
respect to, among other things, amendments to the Company's organizational
documents that have an adverse effect on the Preferred Stock, authorizations or
issuances by the Company of securities that are senior to the Preferred Stock,
increases or decreases in the number of authorized shares of Preferred Stock,
and issuances of shares of the Preferred Stock after the Closing Date.

At any time following the fifth anniversary of the original issuance date, the
Company 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 Closing Date and (B) 100% if
the redemption occurs at any time on or after the seventh anniversary of the
Closing Date. Upon certain change of control events involving the Company, the
holders of the Preferred Stock may, at such holder's election, convert their
shares of Preferred Stock into Common Stock at the then­current conversion price
or require the Company to purchase all or a portion of such holder's shares of
Preferred Stock that have not been so converted at a purchase price per share of
Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change
of control effective date occurs at any time prior to the seventh anniversary of
the Closing Date, the product of 105% multiplied by the sum of (x) the
liquidation preference of such share of Preferred Stock (reflecting increases
for compounded dividends) plus (y) the accrued dividends in respect of such
share of Preferred Stock as of the change of control purchase date and (B) if
the change of control effective date occurs on or after the seventh anniversary
of the Closing Date, the sum of (x) the liquidation preference (reflecting
increases for compounded dividends) of such share of Preferred Stock plus (y)
the accrued dividends in respect of such share of Preferred Stock as of the
change of control purchase date and (II) the consideration that would have been
payable in connection with such change of control if such share of Preferred
Stock had been converted into Common Stock immediately prior to the change of
control.

The foregoing description of the Certificate of Designations does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Certificate of Designations, which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.



On January 3, 2022, the Company issued a press release announcing that it had
consummated the Issuance. A copy of the press release is furnished herewith as
Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K,
including the press release furnished herewith as Exhibit 99.1, shall be deemed
"furnished" and not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section, and shall not be incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit


         No.                                                 Description
         3.1                   Certificate of Designations of Series A

Convertible Perpetual Preferred


                             Stock of Bright Health Group, Inc.
                               Second Amendment to the Second Amended and

Restated Registration Rights


         10.1                Agreement, dated as of January 3, 2022, by and among Bright Health Group,
                             Inc. and the other parties named therein.
         99.1                  Press Release, dated January 3, 2022
                             The cover page from the Current Report on Form 8-K formatted in Inline
         104                 XBRL.

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