SC 13G

Names of Reporting Persons

CCP III Cayman GP Ltd.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G 1 d19190dsc13g.htm SC 13G SC 13G

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 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).


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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:

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)


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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 power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
CCP III Cayman GP Ltd.		121,475,638		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.


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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.


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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


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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


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

SEC Form SC 13G filed