Form 4: NeueHealth Director Acquires Warrants Under Warrantholders Agreement

Sentiment:

SEC Form 4


Ali Behbahani, a director of NeueHealth, Inc., acquired warrants to purchase common stock as part of a Warrantholders Agreement.

Summary

  • On April 8, 2024, Ali Behbahani, a director of NeueHealth, Inc., engaged in a transaction involving derivative securities.
  • Behbahani acquired warrants (rights to buy) to purchase 123,729 shares of common stock at an exercise price of $0.01.
  • These warrants are part of a Warrantholders Agreement dated April 8, 2024, between NeueHealth and certain warrant holders.
  • The warrants will be issued on the first business day following the conclusion of the 10 calendar day period after the distribution of the letter required to be mailed by the Issuer to its shareholders pursuant to Section 312.05 of the NYSE Listed Company Manual.
  • The warrants are exercisable any time after issuance and prior to the close of business on the fifth anniversary of the Closing Date.
  • The reporting person disclaims beneficial ownership of the securities held by NEA 16, NEA 17 and NEA 18 VGE in which the Reporting Person has no pecuniary interest.
  • The warrants are also related to the Credit Agreement, dated August 4, 2023, as amended.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it reflects a standard transaction related to executive compensation. There are no explicit positive or negative implications.

Risks

  • The value of the warrants is dependent on the future performance of NeueHealth's stock.
  • The director disclaims beneficial ownership of the securities held by NEA 16, NEA 17 and NEA 18 VGE in which the Reporting Person has no pecuniary interest.

Future Outlook

The warrants are exercisable any time after issuance and prior to the close of business on the fifth anniversary of the Closing Date.

Industry Context

This filing reflects standard practice for executive compensation and equity ownership in publicly traded companies.

Stakeholder Impact

  • The issuance of warrants could potentially dilute existing shareholders' equity if the warrants are exercised.
  • The transaction provides an incentive for the director to work towards increasing the company's value.

Next Steps

  • The warrants will be issued on the first business day following the conclusion of the 10 calendar day period after the distribution of the letter required to be mailed by the Issuer to its shareholders pursuant to Section 312.05 of the NYSE Listed Company Manual.

Key Dates

DateDescription
2023-08-04Date of the Credit Agreement between the Issuer and the lenders thereto.
2023-10-02Date of Incremental Amendment No. 1 to the Credit Agreement.
2024-02-29Date of Power of Attorney document.
2024-04-08Date of the transaction and Warrantholders Agreement; Date of Incremental Amendment No. 2 to the Credit Agreement.
2024-04-10Date of signature of the report by attorney-in-fact.

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