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*
KOTTE VIJAY

(Last) (First) (Middle)
222 W MERCHANDISE MART PLAZA SUITE 1750

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
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
Rule 10b5-1(c) Transaction Indication

  
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.
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 04/01/2024 A 166,666(1) A $0 821,582(2) 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
Stock Option (Right to Buy) $10.65 04/01/2024 A 83,333 (3) 04/01/2034 Class A Common Stock 83,333 $0 83,333 D
Explanation of Responses:
1. Represents a grant of restricted stock units which vest in three annual installments, with the first such annual installment vesting on April 1, 2025.
2. Includes 1,286 shares purchased under the Issuer's Employee Stock Purchase Plan on December 31, 2023.
3. The stock options vest in three annual installments, with the first such annual installment vesting on April 1, 2025
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Bradley Burd, Attorney-in-fact 04/03/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
exhibit24kotte-substitut
SUBSTITUTE POWER OF ATTORNEY Under the terms of that certain Power of Attorney, dated as of May 16, 2022, (the “Power of Attorney”) the undersigned, Brian Farley, was appointed as attorney-in-fact for Vijay Kotte, an Officer and Director of GoHealth, Inc., a Delaware corporation. In accordance with the authority granted under the Power of Attorney, including the power of substitution and resubstitution or revocation, the undersigned hereby appoints each of Bradley Burd, Jennifer Cylinder and Katherine O’Halloran as substitute attorneys-in-fact, on behalf of Brian Farley, each with the power to act without any other and with full power of substitution and resubstitution or revocation, to exercise and execute all of the powers granted or conferred in the original Power of Attorney. By executing below as attorneys-in-fact to this Substitute Power of Attorney, Bradley Burd, Jennifer Cylinder and Katherine O’Halloran each accept such appointment and agree to assume from the undersigned any and all duties and responsibilities attendant to his or her capacity as attorney-in-fact of Brian Farley effective as of the date hereof. Date: September 25, 2023 By: /s/ Brian Farley Name: Brian Farley Title: Attorney-in-Fact WE ACCEPT THIS APPOINTMENT AND SUBSTITUTION: /s/ Bradley Burd Bradley Burd /s/ Jennifer Cylinder Jennifer Cylinder /s/ Katherine O’Halloran Katherine O’Halloran