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.
- Peter Lynch
What is insider trading>>
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. )*
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, 2020
(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)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 38046W105 | Schedule 13G | Page 1 of 12 |
1 |
Names of Reporting Persons
CCP III Cayman GP Ltd. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
121,475,638 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
121,475,638 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
121,475,638 | <
/tr>
|||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
73.6% | |||||
12 | Type of Reporting Person
OO |
CUSIP No. 38046W105 | Schedule 13G | Page 2 of 12 |
1 |
Names of Reporting Persons
Centerbridge Associates III, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
40,682,961 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
40,682,961 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,682,961 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
48.3% | |||||
12 | Type of Reporting Person
PN |
CUSIP No. 38046W105 | Schedule 13G | Page 3 of 12 |
1 |
Names of Reporting Persons
CCP III AIV VII Holdings, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
23,129,333 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
23,129,333 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,129,333 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
27.5% | |||||
12 | Type of Reporting Person
PN |
CUSIP No. 38046W105 | Schedule 13G | Page 4 of 12 |
1 |
Names of Reporting Persons
CB Blizzard Co-Invest Holdings, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
17,553,628 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
17,553,628 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,553,628 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
20.9% | |||||
12 | Type of Reporting Person
PN |
CUSIP No. 38046W105 | Schedule 13G | Page 5 of 12 |
1 |
Names of Reporting Persons
Blizzard Aggregator, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
80,792,677 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
80,792,677 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
80,792,677 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
49.0% | |||||
12 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 38046W105 | Schedule 13G | Page 6 of 12 |
1 |
Names of Reporting Persons
Jeffrey Aronson | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
6 | Shared Voting Power
121,475,638 | |||||
7 | Sole Dispositive Power
0 | |||||
8 | Shared Dispositive Power
121,475,638 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
121,475,638 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
11 | Percent of Class Represented by Amount in Row 9
73.6% | |||||
12 | Type of Reporting Person
IN |
CUSIP No. 38046W105 | Schedule 13G | Page 7 of 12 |
ITEM 1. | (a) Name of Issuer: |
GoHealth, Inc. (the Issuer).
(b) | Address of Issuers 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:
CCP III Cayman GP Ltd. (CCP GP);
Centerbridge Associates III, L.P. (Centerbridge Associates);
CCP III AIV VII Holdings, L.P. (CCP III);
CB Blizzard Co-Invest Holdings, L.P. (CB Blizzard);
Blizzard Aggregator, LLC (Blizzard Aggregator); and
Jeffrey Aronson.
(b) | Address of Principal Business Office: |
The principal business address of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, New York 10152.
(c) | Citizenship of each Reporting Person is: |
CCP GP is organized under the laws of the Cayman Islands. Mr. Aronson is a citizen of the United States. Each of the other Reporting Persons is organized under the laws of the State of Delaware.
(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)
CUSIP No. 38046W105 | Schedule 13G | Page 8 of 12 |
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2020 based upon 84,182,961 shares of Class A Common Stock outstanding as of November 6, 2020 as reported in the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020 and assumes the redemption of the LLC Interests held of record by Blizzard Aggregator 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 of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
CCP III Cayman GP Ltd. |
121,475,638 | A0; | 73.6 | % | 0 | 121,475,638 | 0 | 121,475,638 | ||||||||||||||||
Centerbridge Associates III, L.P. |
40,682,961 | 48.3 | % | 0 | 40,682,961 | 0 | 40,682,961 | |||||||||||||||||
CCP III AIV VII Holdings, L.P. |
23,129,333 | 27.5 | % | 0 | 23,129,333 | 0 | 23,129,333 | |||||||||||||||||
CB Blizzard Co-Invest Holdings, L.P. |
17,553,628 | 20.9 | % | 0 | 17,553,628 | 0 | 17,553,628 | |||||||||||||||||
Blizzard Aggregator, LLC |
80,792,677 | 49.0 | % | 0 | 80,792,677 | 0 | 80,792,677 | |||||||||||||||||
Jeffrey Aronson |
121,475,638 | 73.6 | % | 0 | 121,475,638 | 0 | 121,475,638 |
CCP III is the record holder of 23,129,333 shares of Class A Common Stock. CB Blizzard is the record holder of 17,553,628 shares of Class A Common Stock. Blizzard Aggregator is the record holder of 80,792,677 LLC Interests.
CCP GP is the general partner of Centerbridge Associates, which is the general partner of each of CCP III and CB Blizzard. As a result, each of CCP GP and Centerbridge Associates may be deemed to share beneficial ownership of the Class A Common Stock held by CCP III and CB Blizzard. CCP GP is also the sole manager of Blizzard Aggregator and may be deemed to share beneficial ownership of the LLC Interests held by Blizzard Aggregator. Mark T. Gallogly retired from Centerbridge Partners, L.P. effective December 7, 2020. Jeffrey H. Aronson is the sole director of CCP GP and, as a result, may be deemed to beneficially own the securities held by each of CCP III, CB Blizzard and Blizzard Aggregator. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson or by any Reporting Person as to beneficial ownership of securities owned by another Reporting Person. In addition, Mr. Aronson expressly disclaims beneficial ownership of the shares of Class A Common Stock held by each of CCP III and CB Blizzard, as well as the LLC Interests held by Blizzard Aggregator, except to the extent of any proportionate pecuniary interest therein.
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.
CUSIP No. 38046W105 | Schedule 13G | Page 9 of 12 |
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.
CUSIP No. 38046W105 | Schedule 13G | Page 10 of 12 |
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 4, 2021
CCP III Cayman GP Ltd. | ||
By: | /s/ Susanne V. Clark |
Name: | Susanne V. Clark | |
Title: | Authorized Signatory |
Centerbridge Associates III, L.P. By: CCP III Cayman GP Ltd., its general partner | ||
By: | /s/ Susanne V. Clark |
Name: | Susanne V. Clark | |
Title: | Authorized Signatory |
CCP III AIV VII Holdings, L.P. By: Centerbridge Associates III, L.P., its general partner By: CCP III Cayman GP Ltd., its general partner | ||
By: | /s/ Susanne V. Clark |
Name: | Susanne V. Clark | |
Title: | Authorized Signatory |
CB Blizzard Co-Invest Holdings, L.P. By: Centerbridge Associates III, L.P., its general partner By: CCP III Cayman GP Ltd., its general partner | ||
By: | /s/ Susanne V. Clark |
Name: | Susanne V. Clark | |
Title: | Authorized Signatory |
CUSIP No. 38046W105 | Schedule 13G | Page 11 of 12 |
Blizzard Aggregator, LLC By: CCP III Cayman GP Ltd., its sole manager | ||
By: | /s/ Susanne V. Clark |
Name: | Susanne V. Clark | |
Title: | Authorized Signatory |
Jeffrey H. Aronson | ||
/s/ Jeffrey H. Aronson |
CUSIP No. 38046W105 | Schedule 13G | Page 12 of 12 |
LIST OF EXHIBITS
Exhibit No. |
Description | |
99 | Joint Filing Agreement. |