4//SEC Filing
Matushak Jay 4
Accession 0001628280-25-045034
CIK 0001671284other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 7:54 PM ET
Size
13.4 KB
Accession
0001628280-25-045034
Insider Transaction Report
Form 4
NeueHealth, Inc.NEUE
Matushak Jay
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-10-02−48,000→ 0 total→ Common Stock (48,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-02−180,000→ 0 total→ Common Stock (180,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-02−6,340→ 0 total→ Common Stock (6,340 underlying) - Disposition to Issuer
Common Stock
2025-10-02−40,431→ 0 total
Footnotes (7)
- [F1]On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("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 Buyer (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]All of these restricted stock units vest on 10/11/26.
- [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 3/11/25.
- [F7]The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/24.
Documents
Issuer
NeueHealth, Inc.
CIK 0001671284
Entity typeother
Related Parties
1- filerCIK 0001977975
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 7:54 PM ET
- Size
- 13.4 KB