SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cruz Shane E.

(Last) (First) (Middle)
214 WEST HURON ST.

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO ]
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
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2021
4. If Amendment, Date of 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
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
Class A Common Stock 05/18/2021 C 62,500 A (1) 155,343 D
Class A Common Stock 05/18/2021 S(2) 62,500 D $11.6122(3) 92,843 D
Class B Common Stock 05/18/2021 C 62,500 A (5) 62,500 D
Class B Common Stock 05/18/2021 J 62,500 D $0.00(1) 0 D
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 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: 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) 05/18/2021 C 62,500 (5) (5) LLC Interests 62,500 (4) 1,639,190 D
LLC Interests (1) 05/18/2021 C 62,500 (1) (1) Class A Common Stock 62,500 (1) 62,500 D
LLC Interests (1) 05/18/2021 C 62,500 (1) (1) Class A Common Stock 62,500 (1) 0 D
Blizzard Management Feeder LLC Interests (4) (6) (6) Class A Common Stock 989,643 989,643 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.
Remarks:
/s/ Travis J. Matthiesen, Attorney-in-fact 05/20/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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