CB Blizzard Co-Invest Form 4 GoHealth / Jeffrey Aronson ownership change

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^*

CCP III Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2022		P		3,000,000	A	$0.3864	43,682,961	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	11/16/2022		P		3,365,747	A	$0.4799	47,048,708	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	11/17/2022		P		2,717,898	A	$0.5603	49,766,606	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CCP III Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Associates III, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCP III AIV VII Holdings, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Co-Invest Holdings, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Lower Holdings GP A, LLC

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Lower Holdings A, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blizzard Aggregator, LLC

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Lower Holdings GP B, LLC

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CB Blizzard Lower Holdings B, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. Following the transactions reported herein, includes (i) 40,682,961 shares of Class A Common Stock held of record by CB Blizzard Lower Holdings A, L.P. ("CB Blizzard A") and (ii) 9,083,645 shares of Class A Common Stock held of record by CB Blizzard Holdings C, L.P. ("CB Blizzard C").

2. CCP III Cayman GP Ltd. ("CCP GP") is the general partner of CB Blizzard C and may be deemed to share beneficial ownership of the securities held of record by CB Blizzard C. CCP GP is also the general partner of Centerbridge Associates III, L.P., which is the general partner of each of CCP III AIV VII Holdings, L.P. and CB Blizzard Co-Invest Holdings, L.P., which are the owners of CB Blizzard Lower Holdings GP A, LLC, which is the general partner of CB Blizzard A. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by CB Blizzard A. CCP GP is also the sole manager of Blizzard Aggregator, LLC, which is the owner of CB Blizzard Lower Holdings GP B, LLC, which is the general partner of CB Blizzard Lower Holdings B, L.P. ("CB Blizzard B"). As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by CB Blizzard B.

3. Jeffrey H. Aronson is the sole director of CCP GP and, as a result, may be deemed to share beneficial ownership of the securities held of record by each of CB Blizzard A, CB Blizzard C and CB Blizzard B. 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 securities held of record by each of CB Blizzard A, CB Blizzard C and CB Blizzard B, except to the extent of any proportionate pecuniary interest therein.

Remarks:

	CCP III CAYMAN GP LTD. By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	CENTERBRIDGE ASSOCIATES III, L.P., By: CCP III CAYMAN GP LTD., its general partner, By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	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, Authorized Signatory	11/17/2022
	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, Authorized Signatory	11/17/2022
	CB BLIZZARD LOWER HOLDINGS GP A, LLC By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	CB BLIZZARD LOWER HOLDINGS A, L.P., By: CB BLIZZARD LOWER HOLDINGS GP A, LLC, its general partner By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	BLIZZARD AGGREGATOR, LLC, By: CCP III CAYMAN GP LTD., its sole manager By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	CB BLIZZARD LOWER HOLDINGS GP B, LLC By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	CB BLIZZARD LOWER HOLDINGS B, L.P., By: CB BLIZZARD LOWER HOLDINGS GP B, LLC, its general partner By: /s/ Susanne V. Clark, Authorized Signatory	11/17/2022
	JEFFREY H. ARONSON By: /s/ Jeffrey H. Aronson	11/17/2022
	** 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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CB Blizzard Co-Invest Form 4GoHealth / Jeffrey Aronson ownership change