Statement of Changes in Beneficial Ownership (4)
May 20 2021 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Cruz Shane E. |
2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc.
[
GOCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
214 WEST HURON ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2021 |
(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/18/2021 | | C | | 62500 | A | (1) | 155343 | D | |
Class A Common Stock | 5/18/2021 | | S(2) | | 62500 | D | $11.6122 (3) | 92843 | D | |
Class B Common Stock | 5/18/2021 | | C | | 62500 | A | (5) | 62500 | D | |
Class B Common Stock | 5/18/2021 | | J | | 62500 | D | $0.00 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Blizzard Management Feeder LLC Interests | (4) | 5/18/2021 | | C | | | 62500 | (5) | (5) | LLC Interests | 62500 | (4) | 1639190 | D | |
LLC Interests | (1) | 5/18/2021 | | C | | 62500 | | (1) | (1) | Class A Common Stock | 62500 | (1) | 62500 | D | |
LLC Interests | (1) | 5/18/2021 | | C | | | 62500 | (1) | (1) | Class A Common Stock | 62500 | (1) | 0 | D | |
Blizzard Management Feeder LLC Interests | (4) | | | | | | | (6) | (6) | Class A Common Stock | 989643 | | 989643 | I | By: Shane E. Cruz 2020 Irrevocable Trust dated June 16, 2020 |
Explanation of Responses: |
(1) | Each LLC Interest may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-for-1 basis. Upon the redemption of any LLC Interests, a number of Class B Shares equal to the number of LLC Interests that are redeemed will be cancelled by the Issuer for no consideration. |
(2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(3) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $11.160 to $11.750. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | Blizzard Management Feeder Interests ("Feeder Interests") are convertible at the option of the holder for LLC Interests (and a corresponding number of Class B Shares) on a 1-for-1 basis, which will be subsequently redeemed for an equal number of shares of Class A Common Stock. |
(5) | Following the transactions reported herein, 1,306,123 of the Feeder Interests are currently vested. The remaining Feeder Interests will vest in four equal annual installments beginning on September 13, 2021 and have no expiration date. |
(6) | The Feeder Interests are fully vested and currently exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cruz Shane E. 214 WEST HURON ST. CHICAGO, IL 60654 |
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| Chief Operating Officer |
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Signatures
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/s/ Travis J. Matthiesen, Attorney-in-fact | | 5/20/2021 |
**Signature of Reporting Person | Date |
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