Neuehealth Inc.

10/06/2025 | Press release | Distributed by Public on 10/06/2025 15:53

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chang Carmen
2. Issuer Name and Ticker or Trading Symbol
NeueHealth, Inc. [NEUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2855 SAND HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chang Carmen
2855 SAND HILL ROAD
MENLO PARK, CA 94025
X X

Signatures

/s/ Zachary Bambach, attorney-in-fact 10/06/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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