SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
 
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1. Name and Address of Reporting Person*
CB Blizzard Lower Holdings GP A, LLC

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2021
3. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 40,682,961 I See footnotes(1)(3)(4)
Class B Common Stock 80,792,677 I See footnotes(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Interests (5) (5) Class A Common Stock 80,792,677 (5) I See footnotes(2)(3)(4)
1. Name and Address of Reporting Person*
CB Blizzard Lower Holdings GP A, LLC

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CB Blizzard Lower Holdings GP B, LLC

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CB Blizzard Lower Holdings A, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CB Blizzard Lower Holdings B, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities held directly by CB Blizzard Lower Holdings A, L.P. Prior to March 9, 2021, 23,129,333 Class A shares were held of record by CCP III AIV VII Holdings, L.P. ("CCP III") and 17,553,628 Class A shares were held of record by CB Blizzard Co-Invest Holdings, L.P. ("CB Blizzard"). On March 9, 2021, each of CCP III and CB Blizzard contributed the Class A shares held by them to CB Blizzard Lower Holdings A, L.P. The general partner of CB Blizzard Lower Holdings A, L.P. is CB Blizzard Lower Holdings GP A, LLC, which is owned by CCP III and CB Blizzard.
2. Reflects securities held directly by CB Blizzard Lower Holdings B, L.P. Prior to March 9, 2021, these securities were held of record by Blizzard Aggregator, LLC ("Blizzard Aggregator"). On March 9, 2021, Blizzard Aggregator contributed these securities to CB Blizzard Lower Holdings B, L.P. The general partner of CB Blizzard Lower Holdings B, L.P. is CB Blizzard Lower Holdings GP B, LLC, which is owned by Blizzard Aggregator.
3. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein.
4. CCP III Cayman GP Ltd. ("CCP GP") is the general partner of Centerbridge Associates III, L.P. ("Centerbridge Associates"), which is the general partner of each of CCP III and CB Blizzard and may be deemed to share beneficial ownership over the shares held of record by CCP III and CB Blizzard. CCP GP is the sole manager of Blizzard Aggregator and may be deemed to share beneficial ownership over the shares held of record by Blizzard Aggregator. As the director of CCP GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held by each of CCP III, CB Blizzard and Blizzard Aggregator. Such persons and entities disclaim beneficial ownership of the shares held by each of CB Blizzard Lower Holdings A, L.P. and CB Blizzard Lower Holdings B, L.P., except to the extent of any proportionate pecuniary interest therein.
5. The LLC Interests in GoHealth Holdings, LLC may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering for shares of Class A Common Stock on a 1-to-1 basis.
CB BLIZZARD LOWER HOLDINGS A, L.P., By: CB Blizzard Lower Holdings GP A, LLC, its GP, By: CCP III AIV VII Holdings, L.P., a member, By: Centerbridge Associates III, L.P., its GP, By:CCP III Cayman GP Ltd., its GP, By:Susanne V. Clark, Authorized Signatory 03/19/2021
CB BLIZZARD LOWER HOLDINGS GP B, LLC, By: CCP III AIV VII Holdings, L.P., a member, By: Centerbridge Associates III, L.P., its general partner, By: CCP III Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory 03/19/2021
CB BLIZZARD LOWER HOLDINGS GP A, LLC, By: CCP III AIV VII Holdings, L.P., a member, By: Centerbridge Associates III, L.P., its general partner, By: CCP III Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory 03/19/2021
CB BLIZZARD LOWER HOLDINGS B, L.P., By: CB Blizzard Lower Holdings GP B, LLC, its general partner, By: Blizzard Aggregator, LLC, its sole member, By: CCP III Cayman GP Ltd., its sole manager, By: /s/ Susanne V. Clark, Authorized Signatory 03/19/2021
** Signature of Reporting Person Date
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