Director Chang Carmen exercised 2,642,715 in-the-money shares at a strike of $0.01, sold $26,426 worth of shares (3,915 units at $6.75), exercised 682,468 shares at a strike of $0.01, covered exercise/tax liability with 1,009 shares and returned 4,219,110 shares to the company (SEC Form 4)
$NEUE
Medical Specialities
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeueHealth, Inc. [ NEUE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/02/2025 | X | 189,195 | A | $0.01 | 788,259 | I | See Note 1(1) | ||
| Common Stock | 10/02/2025 | S(2) | 280 | D | $6.75 | 787,979 | I | See Note 1(1) | ||
| Common Stock | 10/02/2025 | M | 372,255 | A | $0.01 | 1,160,234 | I | See Note 1(1) | ||
| Common Stock | 10/02/2025 | F(2) | 551 | D | $6.75 | 1,159,683 | I | See Note 1(1) | ||
| Common Stock | 10/02/2025 | D | 1,159,683 | D | (3) | 0 | I | See Note 1(1) | ||
| Common Stock | 10/02/2025 | X | 189,195 | A | $0.01 | 488,982 | I | See Note 4(4) | ||
| Common Stock | 10/02/2025 | S(2) | 280 | D | $6.75 | 488,702 | I | See Note 4(4) | ||
| Common Stock | 10/02/2025 | M | 186,128 | A | $0.01 | 674,830 | I | See Note 4(4) | ||
| Common Stock | 10/02/2025 | F(2) | 276 | D | $6.75 | 674,554 | I | See Note 4(4) | ||
| Common Stock | 10/02/2025 | D | 674,554 | D | (3) | 0 | I | See Note 4(4) | ||
| Common Stock | 10/02/2025 | X | 1,656,789 | A | $0.01 | 1,656,789 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | S(2) | 2,455 | D | $6.75 | 1,654,334 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | X | 607,536 | A | $0.01 | 2,261,870 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | S(2) | 900 | D | $6.75 | 2,260,970 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | M | 124,085 | A | $0.01 | 2,385,055 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | F(2) | 182 | D | $6.75 | 2,384,873 | I | See Note 5(5) | ||
| Common Stock | 10/02/2025 | D | 2,384,873 | D | (3) | 0 | I | See Note 5(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | X | 189,195 | (6) | (6) | Common Stock | 189,195 | $0 | 0 | I | See Note 1(1) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | A | 372,255 | 10/02/2025 | 10/02/2030 | Common Stock | 372,255 | (7) | 372,255 | I | See Note 1(1) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | M | 372,255 | (8) | (8) | Common Stock | 372,255 | $0 | 0 | I | See Note 1(1) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | X | 189,195 | (6) | (6) | Common Stock | 189,195 | $0 | 0 | I | See Note 4(4) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | A | 186,128 | 10/02/2025 | 10/02/2030 | Common Stock | 186,128 | (7) | 186,128 | I | See Note 4(4) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | M | 186,128 | (8) | (8) | Common Stock | 186,128 | $0 | 0 | I | See Note 4(4) | |||
| Series A Convertible Perpetual Preferred Stock | (9) | 10/02/2025 | D | 75,000 | (9) | (9) | Common Stock | 330,194 | (3) | 0 | I | See Note 4(4) | |||
| Series B Convertible Perpetual Preferred Stock | (10) | 10/02/2025 | D | 37,700 | (10) | (10) | Common Stock | 509,780 | (3) | 0 | I | See Note 4(4) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | X | 1,656,789 | (11) | (11) | Common Stock | 1,656,789 | $0 | 0 | I | See Note 5(5) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | X | 607,536 | (12) | (12) | Common Stock | 607,536 | $0 | 0 | I | See Note 5(5) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | A | 124,085 | 10/02/2025 | 10/02/2030 | Common Stock | 124,085 | (7) | 124,085 | I | See Note 5(5) | |||
| Warrant (Right to Buy) | $0.01 | 10/02/2025 | M | 124,085 | (8) | (8) | Common Stock | 124,085 | $0 | 0 | I | See Note 5(5) | |||
| Series A Convertible Perpetual Preferred Stock | (9) | 10/02/2025 | D | 125,000 | (9) | (9) | Common Stock | 550,323 | (3) | 0 | I | See Note 5(5) | |||
| Series B Convertible Perpetual Preferred Stock | (10) | 10/02/2025 | D | 100,000 | (10) | (10) | Common Stock | 1,352,200 | (3) | 0 | I | See Note 5(5) | |||
| Explanation of Responses: |
| 1. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest. |
| 2. Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025. |
| 3. Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist. |
| 4. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. |
| 5. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest. |
| 6. The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025. |
| 7. Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto. |
| 8. The warrants became fully exercisable on October 2, 2025. |
| 9. The Series A Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions. |
| 10. The Series B Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions. |
| 11. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023. |
| 12. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025. |
| /s/ Zachary Bambach, attorney-in-fact | 10/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||