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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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GoHealth, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
38046W204 (CUSIP Number) |
Martine Vanasse 1250 Rene-Levesque West, Suite 1400 Montreal, A8, H3B 5E9 514-937-2772 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
PUBLIC SECTOR PENSION INVESTMENT BOARD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,680,526.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
PSP Investments Credit USA LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,680,444.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
GoHealth, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
222 W MERCHANDISE MART PLAZA, SUITE 1750, CHICAGO,
ILLINOIS
, 60654. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by Public Sector Pension Investment Board ("PSP") and PSP Investments Credit USA LLC ("PSP USA"). PSP USA is a wholly owned subsidiary of PSP. Each of PSP and PSP USA may be referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 99.1. |
| (b) | The address of the principal business and office of the Reporting Persons is 1250 Rene-Levesque Boulevard West, Suite 1400, Montreal, Quebec, Canada H3B 5E9. |
| (c) | PSP is one of Canada's largest pension investment managers. Its principal business is to invest funds for the pension plans of the Public Service, the Canadian Armed Forces, the Royal Canadian Mounted Police and the Reserve Force of Canada. The principal business of PSP USA is to make investments, as a wholly-owned subsidiary of PSP.
As of August 13, 2025, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of PSP (collectively, the "Scheduled Persons," and each a "Scheduled Person"), are set forth on Exhibit 99.2 attached hereto and incorporated herein by reference. |
| (d) | During the last five years, none of the Reporting Persons, nor, to the Reporting Persons' knowledge, any of the Scheduled Persons, has been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor, to the Reporting Persons' knowledge, any of the Scheduled Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. |
| (f) | PSP is a Canadian Crown corporation established under the Public Sector Pension Investment Board Act. PSP USA is a Delaware limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 4 of this Schedule 13D is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
On August 6, 2025, in connection with its refinancing transactions, the Issuer and certain of its subsidiaries entered into Amendment No. 14 to that certain Credit Agreement, dated as of September 13, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"). As consideration for, and condition to, the lenders' entry into the amendment of the Existing Credit Agreement, the Issuer issued shares of its Class A Common Stock to lenders thereunder and their affiliates, including PSP USA. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person to Rows (11) and (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. The aggregate percentage of Class A Common Stock reported beneficially owned by each Reporting Person is based on 11,222,135 shares of Class A Common Stock outstanding as of August 5, 2025, based on information provided by the Issuer, plus 4,766,219 shares of Class A Common Stock issued on August 6, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025.
To the Reporting Person's knowledge, none of the Scheduled Persons beneficially owned any shares of Class A Common Stock.
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| (b) | The responses of the Reporting Person to Rows (7) through (10) of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | Except as disclosed in Item 4 of this Schedule 13D, none of the Reporting Persons, nor, to their knowledge any of the Scheduled Persons, has effected any transaction in Class A Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 of this Schedule 13D is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Joint Filing Agreement
Exhibit 99.2: Executive Officers and Directors of Public Sector Pension Investment Board
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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.
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