Sec Form 13G Filing - NVX Holdings Inc. filing for GoHealth Inc. (GOCO) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

GoHealth, Inc.
(Name of Issuer)

Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
38046W105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[        ]    Rule 13d-1(b)
[     ]    Rule 13d-1(c)
[ X ]    Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




1
Names of Reporting Persons

NVX Holdings, Inc.
2Check the Appropriate Box if a Member of a Group     (a) [ ]
    (b) [ ]
3SEC Use Only

4
Citizenship or Place of Organization

Delaware
Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
    0
6
Shared Voting Power
    93,485,281
7
Sole Dispositive Power
    0
8
Shared Dispositive Power

    93,485,281
9
Aggregate Amount Beneficially Owned by Each Reporting Person

    93,485,281
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    
Not Applicable
11
Percent of Class Represented by Amount in Row 9

    
45.1%
12
Type of Reporting Person

    
CO






1
Names of Reporting Persons

Brandon M. Cruz
2Check the Appropriate Box if a Member of a Group     (a) [ ]
    (b) [ ]
3SEC Use Only

4
Citizenship or Place of Organization

United States
Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
    2,580,643
6
Shared Voting Power
    93,707,098
7
Sole Dispositive Power
    2,580,643
8
Shared Dispositive Power

    93,707,098
9
Aggregate Amount Beneficially Owned by Each Reporting Person

    93,707,098
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    
Not Applicable
11
Percent of Class Represented by Amount in Row 9

    
45.8%
12
Type of Reporting Person

    
IN






1
Names of Reporting Persons

Clinton P. Jones
2Check the Appropriate Box if a Member of a Group     (a) [ ]
    (b) [ ]
3SEC Use Only

4
Citizenship or Place of Organization

United States
Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
    2,580,643
6
Shared Voting Power
    93,707,098
7
Sole Dispositive Power
    2,580,643
8
Shared Dispositive Power

    93,707,098
9
Aggregate Amount Beneficially Owned by Each Reporting Person

    93,707,098
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    
Not Applicable
11
Percent of Class Represented by Amount in Row 9

    
45.8%
12
Type of Reporting Person

    
IN





1
Names of Reporting Persons

BCCJ, LLC
2Check the Appropriate Box if a Member of a Group     (a) [ ]
    (b) [ ]
3SEC Use Only

4
Citizenship or Place of Organization

Delaware
Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
    0
6
Shared Voting Power
    221,817
7
Sole Dispositive Power
    0
8
Shared Dispositive Power

    221,817
9
Aggregate Amount Beneficially Owned by Each Reporting Person

    221,817
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    
Not Applicable
11
Percent of Class Represented by Amount in Row 9

    
0.2%
12
Type of Reporting Person

    
OO (Limited Liability Company)






ITEM 1.(a)    Name of Issuer:
GoHealth, Inc. (the “Issuer”).
(b)Address of Issuer’s Principal Executive Offices:

214 West Huron St., Chicago, Illinois, 60654.
ITEM 2. (a)    Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

                NVX Holdings, Inc. (“NVX”);
                Brandon M. Cruz;
                Clinton P. Jones; and
                BCCJ, LLC (“BCCJ”).
(b)Address of Principal Business Office:
The principal business address for each of the Reporting Persons is 214 West Huron St., Chicago, Illinois, 60654.
(c)Citizenship of each Reporting Person is:

NVX and BCCJ are organized under the laws of the state of Delaware. Each of Messrs. Cruz and Jones is a citizen of the United States.
    
(d)Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”).
(e)CUSIP Number:

38046W105
ITEM 3.
Not applicable.
ITEM 4.Ownership.

(a-c)    

    The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021 based upon 114,773,928 shares of Class A Common Stock outstanding as of November 2, 2021 as reported in the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021 and assumes the redemption of the LLC Interests held of record by NVX and BCCJ as of the date hereof. The LLC Interests may be redeemed at any time for shares of Class A Common Stock on a one-to-one basis.





Reporting Person
Amount
beneficially
owned
Percent
of class:
Sole power to vote or to direct the vote:Shared power to vote or to direct the vote:
Sole power to dispose or to direct the disposition
of:
Shared
power to
dispose or
to direct
the
disposition
of:
NVX Holdings, Inc.93,485,28145.1%093,485,281093,485,281
Brandon M. Cruz96,287,74145.8%2,580,64393,707,0982,580,64393,707,098
Clinton P. Jones96,287,74145.8%2,580,64393,707,0982,580,64393,707,098
BCCJ, LLC221,8170.2%0221,8170221,817

    NVX is the record holder of 807,300 shares of Class A Common Stock and 92,677,981 LLC Interests. BCCJ, LLC is the record holder of 178,000 shares of Class A Common Stock and 43,817 LLC Interests.

    Messrs. Jones and Cruz are the Chief Executive Officer and President of NVX, respectively, and are members of the Board of Managers of BCCJ. As a result, Messrs. Jones and Cruz may be deemed to beneficially own the securities held by each of NVX and BCCJ.

    In addition, each of Messrs. Jones and Cruz may be deemed to beneficially own: (i) 37,625 shares of Class A Common Stock underlying stock options, (ii) 45,014 shares of Class A Common Stock underlying restricted stock units and (iii) 2,498,004 shares of Class A Common Stock underlying Blizzard Management Feeder LLC Interests, in each case that are currently vested or will vest on or before March 1, 2022.
ITEM 5.Ownership of Five Percent or Less of a Class.
    Not applicable.
ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8.Identification and Classification of Members of the Group.

Not applicable.
ITEM 9.Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
Not applicable.





SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:    February 10, 2022

NVX Holdings, Inc.

By:    /s/ Clinton P. Jones
Name: Clinton P. Jones
Title:     Chief Executive Officer


Clinton P. Jones

By: /s/ Clinton P. Jones


Brandon M. Cruz

By: /s/ Brandon M. Cruz


BCCJ, LLC.

By:    /s/ Clinton P. Jones
Name: Clinton P. Jones
Title:     Manager





LIST OF EXHIBITS


Exhibit No.Description
99Joint F iling Agreement (previously filed).