NEUE Form 4: Andrew Slavitt Reports Divestiture After NH Holdings Merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Andrew M. Slavitt, a director of NeueHealth, Inc. (NEUE), reported transactions tied to a merger on 10/02/2025. Following the closing of an Agreement and Plan of Merger, NH Holdings 2025, Inc. became the parent and certain holdings were contributed to NH Holdings 2025 SPV, L.P. The filing shows dispositions of 18,529, 5,625, 52,968, and 30,687 shares of common stock and a disposition of 4,200 Series B preferred share equivalents, leaving zero common shares beneficially owned by the reporting person directly. Several remaining interests are held indirectly through entities (Town Hall Ventures LP and Town Hall Ventures II LP) where the reporting person is a managing member and disclaims beneficial ownership except for pecuniary interest.
Positive
- Transaction is fully documented with merger and rollover agreements identified
- Reporting person retains indirect economic interest via holdings in NH Holdings 2025 SPV, L.P. and venture entities
Negative
- Reporting person holds zero direct common shares following the reported transactions
- Significant conversion/disposition of preferred and common securities occurred on 10/02/2025
Insights
Director reported full direct divestiture tied to a merger and rollover.
The report documents that the issuer merged into a subsidiary of NH Holdings 2025, Inc. and that shares and preferred interests were exchanged under a Rollover Agreement into holdings in NH Holdings 2025 SPV, L.P., resulting in the reporting person having zero direct common shares after the transactions.
The main dependencies are the terms of the Merger Agreement and the Rollover Agreement which converted equity into fund-level units; governance impacts include reduced direct insider share counts but continued indirect exposure via entity holdings. Watch for any subsequent Form 4 filings reporting sales of the indirect interests or changes in ownership status within Q4 2025 if disclosed.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Slavitt Andrew M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series B Convertible Perpetual Preferred Stock | 4,200 | $0.00 | -- |
| Disposition | Common Stock | 18,529 | $0.00 | -- |
| Disposition | Common Stock | 5,625 | $0.00 | -- |
| Disposition | Common Stock | 52,968 | $0.00 | -- |
| Disposition | Common Stock | 30,687 | $0.00 | -- |
Holdings After Transaction:
Series B Convertible Perpetual Preferred Stock — 0 shares (Indirect, See Note);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Slavitt Holdings LLC)
Footnotes (1)
- On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. Pursuant to the Rollover Agreement, dated as of August 14, 2025 (the "Rollover Agreement"), entered into by and among NH Holdings 2025 SPV, L.P. ("Holdings"), NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and the Reporting Person, the Reporting Person contributed its shares of Issuer common stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") to Holdings in exchange for Holdings common units, series A preferred units and series B preferred units on a one for one basis in accordance with the Rollover Agreement, and effective as of the effective time of the Merger (the "Effective Time"). The Reporting Person is a managing member of the General Partner of Town Hall Ventures LP, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership over the shares held by Town Hall Ventures LP except to the extent of his pecuniary interest therein. The Reporting Person is a managing member of the General Partner of Town Hall Ventures II LP, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership over the shares held by Town Hall Ventures II LP except to the extent of his pecuniary interest therein. The Issuer's Series B Preferred Stock was convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of the Issuer's common stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments. The Series B Preferred Stock had no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock was greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provided notice of its election to convert, the Issuer may have elected to convert all of the Series B Preferred Stock into the relevant number of shares of Issuer common stock. [Continued on Note 7] [Continuation of Note 6] At any time following the fifth anniversary of the original issuance date, the Issuer may have redeemed all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurred at any time on or after the seventh anniversary of the original issuance date. The shares are directly held by Town Hall Ventures II, L.P. The Reporting Person serves as a managing member of the General Partner of Town Hall Ventures II, L.P.. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by Town Hall Ventures II, L.P., except to the extent of any pecuniary interest therein.
FAQ
What did Andrew M. Slavitt report on Form 4 for NEUE?
The Form 4 reports dispositions of common stock and Series B preferred equivalents on 10/02/2025, leaving zero direct common shares beneficially owned by the reporting person.
Does Andrew M. Slavitt retain any interest in NEUE after these transactions?
Yes, he retains indirect economic interests through entities (Town Hall Ventures LP and Town Hall Ventures II LP) and holdings in NH Holdings 2025 SPV, L.P., while disclaiming beneficial ownership except for pecuniary interest.
When was the Form 4 signed and filed?
The signature was provided on 10/06/2025 by an attorney-in-fact for the reporting person.