NeueHealth, Inc.
57.00%
7,360,329
1671284
10920V404
Dec 22, 2024
Dec 26, 2024, 03:09 PM
Reporting Persons (28)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| New Enterprise Associates 15, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA Partners 15, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 15 Opportunity Fund, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA Partners 15-OF, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 15 GP, LLC | Other | 57.00% | 7,360,329 | 0 | 7,360,329 |
| New Enterprise Associates 16, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA Partners 16, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 16 GP, LLC | Other | 57.00% | 7,360,329 | 0 | 7,360,329 |
| New Enterprise Associates 17, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA Partners 17, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 17 GP, LLC | Other | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 18 Venture Growth Equity, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA Partners 18 VGE, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA 18 VGE GP, LLC | Other | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA BH SPV, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA BH SPV II, L.P. | Partnership | 57.00% | 7,360,329 | 0 | 7,360,329 |
| NEA BH SPV GP, LLC | Other | 57.00% | 7,360,329 | 0 | 7,360,329 |
| Anthony A. Florence, Jr. | Individual | 57.00% | 7,360,329 | 0 | 7,360,329 |
| Mohamad H. Makhzoumi | Individual | 57.00% | 7,360,329 | 0 | 7,360,329 |
| Scott D. Sandell | Individual | 57.00% | 7,360,329 | 0 | 7,360,329 |
| Carmen Chang | Individual | 45.50% | 5,791,307 | 0 | 5,791,307 |
| Paul Walker | Individual | 45.50% | 5,791,307 | 0 | 5,791,307 |
| Ali Behbahani | Individual | 45.50% | 5,791,307 | 0 | 5,791,307 |
| Forest Baskett | Individual | 40.90% | 3,852,011 | 0 | 3,852,011 |
| Rick Yang | Individual | 39.90% | 5,004,921 | 0 | 5,004,921 |
| Edward T. Mathers | Individual | 39.90% | 5,004,921 | 0 | 5,004,921 |
| NH Holdings 2025, Inc. | Other | 0.00% | 0 | 0 | 0 |
| NH Holdings 2025 SPV, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
Disclosure Items (7)
Common Stock, $0.0001 par value
NeueHealth, Inc.
9250 NW 36th Street, Doral, FL, 33178
(i) New Enterprise Associates 15, L.P. ("NEA 15"); NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"); New Enterprise Associates 16, L.P. ("NEA 16"); New Enterprise Associates 17, L.P. ("NEA 17"); and NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE" and, collectively with NEA 15, NEA 15-OF, NEA 16 and NEA 17, the "NEA Venture Funds"); (ii) NEA BH SPV, L.P. ("NEA BH") and NEA BH SPV II, L.P. ("NEA BH II" and, together with NEA BH, the "SPVs"); (iii) NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"), which is the sole general partner of NEA 15-OF; NEA Partners 16, L.P. ("NEA Partners 16"), which is the sole general partner of NEA 16; NEA Partners 17, L.P. ("NEA Partners 17"), which is the sole general partner of NEA 17; NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE", and, collectively with NEA Partners 15, NEA Partners 15-OF, NEA Partners 16 and NEA Partners 17, the "GPLPs"), which is the sole general partner of NEA 18 VGE; NEA 15 GP, LLC ("NEA 15 LLC"), which is the sole general partner of NEA Partners 15 and NEA Partners 15-OF; NEA 16 GP, LLC ("NEA 16 LLC"), which is the sole general partner of NEA Partners 16; NEA 17 GP, LLC ("NEA 17 LLC"), which is the sole general partner of NEA Partners 17; NEA 18 VGE GP, LLC ("NEA 18 VGE LLC" and, collectively with NEA 15 LLC, NEA 16 LLC and NEA 17 LLC, the "GP LLCs"), which is the sole general partner of NEA Partners 18 VGE; NEA BH SPV GP, LLC ("NEA BH LLC" and, collectively with the GPLPs and the GP LLCs, the "Control Entities"), which is the sole general partner of NEA BH and NEA BH II; (iv) Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"); and (v) NH Holdings 2025 SPV, L.P. ("Ultimate Parent") and NH Holdings 2025, Inc., a Delaware corporation ("Parent").
The address of the principal business office of the Funds, each Control Entity, Sandell, Ultimate Parent and Parent is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
The principal business of NEA 15, NEA 15-OF, NEA 16, NEA 17 and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA Partners 15-OF is to act as the sole general partner of NEA 15. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15 and NEA Partners 15-OF. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of NEA 17 LLC is to act as the sole general partner of NEA Partners 17. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of NEA BH and NEA BH II is to invest in the Issuer. The principal business of NEA BH LLC is to act as the sole general partner of NEA BH and NEA BH II. The principal business of the Managers is to manage the NEA Venture Funds, the SPVs, the Control Entities and a number of affiliated partnerships with similar businesses, as applicable. The principal business of Ultimate Parent and Parent is to carry out the transactions described in Item 4 herein. Florence, Makhzoumi and Sandell (the "Plural Managers") are managers of NEA 15 LLC, NEA 16 LLC, NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC. Behbahani, Chang, and Walker (the "Quadral Managers") are managers of NEA 16 LLC, NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC. Mathers and Yang (the "Trial Managers") are managers of NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC. Baskett is a manager of NEA 15 LLC, NEA 16 LLC, NEA 17 LLC and NEA BH LLC; and
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of the Funds, the GPLPs and Ultimate Parent is a Delaware limited partnership. Each of the GP LLCs and NEA BH LLC is a Delaware limited liability company. Parent is a Delaware corporation. Each of the Managers is a United States citizen.
Not applicable.
NEA 15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. NEA 15-OF is the record owner of the NEA 15-OF Shares. As the general partner of NEA 15-OF, NEA Partners 15-OF may be deemed to own beneficially the NEA 15-OF Shares. As the sole general partner of NEA Partners 15 and NEA Partners 15-OF, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares and the NEA 15-OF Shares. NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares. NEA 17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to own beneficially the NEA 17 Shares. NEA 18 VGE is the record owner of the NEA 18 VGE Shares. As the general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed to own beneficially the NEA 18 VGE Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially the NEA 18 VGE Shares. NEA BH is the record owner of the NEA BH Shares. NEA BH II is the record owner of the NEA BH II Shares. As the sole general partner of NEA BH and NEA BH II, NEA BH LLC may be deemed to own beneficially the NEA BH Shares and the NEA BH II Shares. By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares. As general partners of the NEA Venture Funds, each of the GPLPs may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 15 and NEA Partners 15-OF, NEA 15 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA BH and NEA BH II, NEA BH LLC may also be deemed to own beneficially the Firm Shares. As individual managers of NEA 15 LLC, NEA 16 LLC, NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC, each of the Plural Managers may be deemed to own beneficially all of the Firm Shares. As managers of NEA 16 LLC, NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC, each of the Quadral Managers may be deemed to own beneficially the NEA 16 Shares, the NEA 17 Shares, the NEA 18 VGE Shares, the NEA BH Shares and the NEA BH II Shares. As managers of NEA 17 LLC, NEA 18 VGE LLC and NEA BH LLC, each of the Trial Managers may be deemed to own beneficially the NEA 17 Shares, the NEA 18 VGE Shares, the NEA BH Shares and the NEA BH II Shares. As an individual manager of NEA 15 LLC, NEA 16 LLC, NEA 17 LLC and NEA BH LLC, Baskett may be deemed to own beneficially the NEA 15 Shares, the NEA 16 Shares, the NEA 17 Shares, the NEA BH Shares and the NEA BH II Shares. In connection with the transactions described under Item 4 above, Ultimate Parent and Parent may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Firm Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage for each Reporting Person was calculated based on (A) for the Funds and the Plural Managers, 12,918,200 shares of Common Stock, which includes: (i) 8,284,788 shares reported to be outstanding by the Issuer as of November 1, 2024 on its Form 10-Q filed with the SEC on November 7, 2024 (the "10-Q Shares"); (ii) the NEA 17 Preferred Shares; (iii) the NEA 18 VGE Shares; and (iv) the Warrants issued to NEA 15, NEA 16, and NEA 17; (B) for the Quadral Managers, 12,730,878 shares of Common Stock, which includes: (i) the 10-Q Shares; (ii) the NEA 17 Preferred Shares; (iii) the NEA 18 VGE Shares; and (iv) the Warrants issued to NEA 16 and NEA 17; (C) for the Trial Managers, 12,543,556 shares of Common Stock, which includes: (i) the 10-Q Shares; (ii) the NEA 17 Preferred Shares; (iii) the NEA 18 VGE Shares; and (iv) the Warrants issued to NEA 17; and (D) for Baskett, 9,409,882 shares of Common Stock, which includes: (i) the 10-Q Shares; (ii) the NEA 17 Preferred Shares; and (iii) the Warrants issued to NEA 15, NEA 16 and NEA 17.
(i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
None of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
N/A.
Item 6 of the Schedule 13D is amended and supplemented as follows: The information provided and incorporated by reference in Item 4 is hereby incorporated by reference.
Item 7 of the Schedule 13D is amended and supplemented as follows: Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. Exhibit 3 - Agreement and Plan of Merger, dated as of December 23, 2024, by and among NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and NeueHealth, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on December 23, 2024). Exhibit 4 - Form of Rollover Agreement.