Item 8.01 Other Events.
In connection with Bright Health Group, Inc.'s ("we" or the "Company") initial
public offering (the "IPO"), our directors, executive officers and significant
equityholders entered into lock-up agreements with the underwriters of the IPO
that, subject to certain exceptions, restrict such holders' ability to sell,
dispose of or hedge any shares of our common stock or securities convertible
into or exchangeable for shares of common stock during the period from June 23,
2021 continuing through the date 180 days thereafter (the "Lock-Up Period"). All
remaining holders of common stock or securities convertible into or exchangeable
for shares of common stock outstanding immediately prior to the consummation of
the IPO are subject to market standoff agreements with the Company that restrict
certain transfers of such securities for up to 180 days after June 23, 2021. The
lock-up agreements with the underwriters provide that if such 180-day period
ends during or within the nine trading days of the start of a regularly
scheduled trading black-out period under the Company's insider trading policy,
the above referenced expiration date will instead be the tenth trading day
immediately preceding the commencement of such trading black-out period.
The Lock-Up Period is scheduled to end on December 20, 2021, which falls within
the Company's quarterly black-out period that commences on December 15, 2021.
Therefore, in accordance with the lock-up agreements with the underwriters, the
Lock-Up Period will end on December 1, 2021, and shares subject to the Lock-Up
Period will be eligible to begin trading on December 2, 2021, subject to volume
and other limitations and restrictions. The Company will also release the
holders subject to the market standoff agreements when such Lock-Up Period ends.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
The cover page from the Current Report on Form 8-K formatted in
104 Inline XBRL.
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