Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Febrero 2024 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NeueHealth,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
10920V 40
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
2
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Bessemer Venture Partners IX L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
448,648 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
448,648 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 448,648 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 5.6% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
(1) |
The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 7,982,087
shares of Common Stock as of November 2, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on November 9, 2023. |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
3
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Bessemer Venture Partners IX Institutional L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
359,437 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
359,437 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 359,437 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 4.5% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
4
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer IX & Co. L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
999.086 (2) |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
808,085 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 999,086 (2) |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 12.5%(1) |
12. |
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TYPE OF
REPORTING PERSON PN |
(2) |
Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P., its general partner Deer IX
Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the 191,001 shares of the Issuer held in the aggregate by Bessemer Venture Partners Century Fund L.P. and Bessemer Venture Partners Century Institutional L.P.
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
5
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer IX & Co. Ltd. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
999,086 (2) |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
808,085 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 999,086 (2) |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 12.5% (1) |
12. |
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TYPE OF
REPORTING PERSON CO |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
6
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Bessemer Venture Partners Century Fund L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
26,129 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
26,129 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 26,129 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 0.3% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
7
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Bessemer Venture Partners Century Fund Institutional L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
164,872 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
164,872 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 164,872 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 2.0% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
8
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer X & Co. L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
0 (2) |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
191,001 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 191,001 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 2.3% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
9
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer X & Co. Ltd. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
0 (2) |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
191,001 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 191,001 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 2.3% (1) |
12. |
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TYPE OF
REPORTING PERSON CO |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
10
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
15 Angels II LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
132 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
132 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 132 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 0.0% (1) |
12. |
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TYPE OF
REPORTING PERSON OO |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
11
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Bessemer Venture Partners VIII Institutional L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
132 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
132 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 132 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 0.0% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
12
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer VIII & Co. L.P. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
132 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
132 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 132 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 0.0% (1) |
12. |
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TYPE OF
REPORTING PERSON PN |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
13
of 21 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Deer VIII & Co. Ltd. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
|
4. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
|
5. |
|
SOLE VOTING POWER
132 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
132 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 132 |
10. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ |
11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 0.0% (1) |
12. |
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TYPE OF
REPORTING PERSON CO |
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
14
of 21 Pages |
(a) Name of Issuer:
NeueHealth, Inc. f/k/a Bright Health Group,
Inc. (the Issuer)
(b) Address of Issuers Principal Executive Offices:
9250 NW 36th St Suite 420
Doral, FL 33178
Item 2(a). |
Name of Person Filing: |
This statement is being filed by the following persons with respect to certain shares of Common Stock (the Shares or the Common
Stock) of the Issuer. Bessemer Venture Partners IX L.P. (Bessemer IX), Bessemer Venture Partners IX Institutional L.P. (Bessemer Institutional, and together with Bessemer IX, the Bessemer IX
Funds), Bessemer Venture Partners Century Fund L.P. (Bessemer Century), Bessemer Venture Partners Century Fund Institutional L.P. (Bessemer Century Institutional, and together with Bessemer Century,
the Bessemer Century Funds) and 15 Angels II LLC (15 Angels) directly own shares of Common Stock.
(a) |
Deer IX & Co. Ltd. (Deer IX Ltd), the general partner of Deer IX & Co.
L.P. (Deer IX LP); |
(b) |
Deer IX LP, the sole general partner of each of the Bessemer IX Funds; |
(c) |
Bessemer IX, which directly owns 448,648 Shares; |
(d) |
Bessemer Institutional which directly owns 359,437 Shares; |
(e) |
Deer X & Co. Ltd. (Deer X Ltd), the general partner of Deer X & Co. L.P.
(Deer X LP); |
(f) |
Deer X LP, the sole general partner of the Bessemer Century Funds; |
(g) |
Bessemer Century, which directly owns 26,129 Shares; |
(h) |
Bessemer Century Institutional, which directly owns 164,872 Shares; |
(i) |
Deer VIII & Co. Ltd. (Deer VIII Ltd), the general partner of Deer VIII &
Co. L.P. (Deer VIII LP); |
(j) |
Deer VIII LP, the sole general partner of Bessemer Venture Partners VIII Institutional L.P. (Bessemer
VIII Institutional); |
(k) |
Bessemer VIII Institutional, the sole member of 15 Angels; and |
(l) |
15 Angels, which directly owns 132 Shares. |
Deer IX Ltd, Deer IX LP, Deer X Ltd, Deer X LP, Deer VIII Ltd, Deer VIII LP, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century
Institutional, Bessemer VIII Institutional and 15 Angels are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
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CUSIP No. 10920V107 |
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SHCHEDULE 13G |
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Page
15
of 21 Pages |
Deer IX Ltd Cayman Islands
Deer IX LP Cayman
Islands
Bessemer IX Cayman Islands
Bessemer
Institutional Cayman Islands
Deer X Ltd Cayman Islands
Deer X LP Cayman Islands
Bessemer Century Cayman
Islands
Bessemer Century Institutional Cayman Islands
Deer VIII Ltd Cayman Islands
Deer VIII LP Cayman
Islands
Bessemer VIII Institutional Cayman Islands
15 Angels Delaware
Item 2(d). |
Title of Class of Securities: |
Common Stock, $0.0001 par value
10920V 40
Not Applicable.
For Deer IX Ltd:
|
(a) |
Amount beneficially owned: 999,086 Shares |
|
(b) |
Percent of class: 12.5% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 999,086 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 808,085 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Deer IX LP:
|
(a) |
Amount beneficially owned: 999,086 Shares |
|
(b) |
Percent of class: 12.5% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 999,086 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 808,085 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
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CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
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Page
16
of 21 Pages |
For Bessemer IX:
|
(a) |
Amount beneficially owned: 448,648 Shares |
|
(b) |
Percent of class: 5.6% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 448,648 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 448,648 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Bessemer Institutional:
|
(a) |
Amount beneficially owned: 359,437 Shares |
|
(b) |
Percent of class: 4.5% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 359,437 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 359,437 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Deer X Ltd:
|
(a) |
Amount beneficially owned: 191,001 Shares |
|
(b) |
Percent of class: 2.3% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 0 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 191,001 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Deer X LP:
|
(a) |
Amount beneficially owned: 191,001 Shares |
|
(b) |
Percent of class: 2.3% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 0 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 191,001 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
|
|
|
|
|
CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
|
Page
17
of 21 Pages |
For Bessemer Century:
|
(a) |
Amount beneficially owned: 26,129 Shares |
|
(b) |
Percent of class: 0.3% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 26,129 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 26,129 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Bessemer Century Institutional:
|
(a) |
Amount beneficially owned: 164,872 Shares |
|
(b) |
Percent of class: 2.0% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 164,872 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 164,872 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Deer VIII Ltd:
|
(a) |
Amount beneficially owned: 132 Shares |
|
(b) |
Percent of class: 0.0% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 132 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 132 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Deer VIII LP:
|
(a) |
Amount beneficially owned: 132 Shares |
|
(b) |
Percent of class: 0.0% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 132 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 132 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For Bessemer VIII Institutional:
|
(a) |
Amount beneficially owned: 132 Shares |
|
(b) |
Percent of class: 0.0% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 132 |
|
|
|
|
|
CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
|
Page
18
of 21 Pages |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 132 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
For 15 Angels:
|
(a) |
Amount beneficially owned: 132 Shares |
|
(b) |
Percent of class: 0.0% |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: 132 |
|
(ii) |
Shared power to vote or to direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 132 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
The percentage of shares beneficially owned as set forth above is based on a total of 7,982,087 shares of Common Stock as of November 2, 2023, as
reported by the Issuer in its Form 10-Q filed with the SEC on November 9, 2023.
Pursuant to a proxy
arrangement between Deer X LP and Deer IX LP, Deer IX LP, its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the 191,001 shares of the Issuer held in the aggregate by Bessemer Century and
Bessemer Century Institutional.
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
As the general partner of Deer IX LP, which in turn is the general partner the Bessemer IX Funds, Deer IX Ltd may be deemed to beneficially own 808, 085 Shares
held directly by the Bessemer IX Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. Additionally, pursuant to the proxy arrangement described above, Deer X LP may be deemed to beneficially own 191,001
shares of the Issuer held by Bessemer Century and Bessemer Century Institutional.
As the general partner of Deer X LP, which in turn is the general
partner of the Bessemer Century Funds, Deer X Ltd may be deemed to beneficially own 191,001 Shares held directly by the Bessemer Century Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.
As the general partner of Deer VIII LP, which in turn is the general partner of Bessemer VIII Institutional, which in turn is the sole member of 15 Angels,
Deer VIII Ltd may be deemed to beneficially own 132 Shares held directly by 15 Angels and have the power to direct the dividends from or the proceeds of the sale of such Shares.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not
be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.
|
|
|
|
|
CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
|
Page
19
of 21 Pages |
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
|
|
|
|
|
CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
|
Page
20
of 21 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2024
|
|
|
|
DEER IX & CO. LTD. |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
DEER IX & CO. L.P. |
|
|
By: |
|
Deer IX & Co. Ltd, its General Partner |
|
|
By: |
|
/s/ Scott Ring |
|
|
Name: Scott Ring |
|
|
Title: General Counsel |
|
BESSEMER VENTURE PARTNERS IX L.P. |
|
BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. |
|
By: Deer IX & Co. L.P., its General Partner |
|
By: Deer IX & Co., Ltd., its General Partner |
|
|
By: |
|
/s/ Scott Ring |
|
|
Name: Scott Ring |
|
|
Title: General Counsel |
|
DEER X & CO. LTD. |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
DEER X & CO. L.P. |
|
By: Deer X & Co. Ltd, its General Partner |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
|
|
|
|
CUSIP No. 10920V107 |
|
SHCHEDULE 13G |
|
Page
21
of 21 Pages |
|
|
|
BESSEMER VENTURE PARTNERS CENTURY FUND L.P. |
|
BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P. |
|
By: Deer X & Co. L.P., its General Partner |
|
By: Deer X & Co., Ltd., its General Partner |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
DEER VIII & CO. LTD. |
|
|
By: |
|
/s/ Scott Ring |
|
|
Name: Scott Ring |
|
|
Title: General Counsel |
|
DEER VIII & CO. L.P. |
|
By: Deer VIII & Co. Ltd, its General Partner |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P. |
|
By: Deer VIII & Co. L.P., its General Partner |
|
By: Deer VIII & Co., Ltd., its General Partner |
|
|
By: |
|
/s/ Scott Ring |
Name: Scott Ring |
Title: General Counsel |
|
15 ANGELS II LLC |
|
|
By: |
|
/s/ Scott Ring |
|
|
Name: Scott Ring |
|
|
Title: Authorized Person |
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