Oscar Health (OSCR) Form 4/A Oscar Health / Joshua Kushner 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^*

Kushner Joshua

(Last) (First) (Middle)

75 VARICK STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oscar Health, Inc. [ OSCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Founder and Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/13/2021

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/09/2021		P		180,891(1)	A	$17.2318(1)	3,024,780(1)	I	See footnote(2)
Class A Common Stock	09/09/2021		P		263,821(3)	A	$17.6884(3)	3,288,601(3)	I	See footnote(2)
Class A Common Stock	09/10/2021		P		250,000(4)	A	$17.7436(4)	3,538,601(4)	I	See footnote(2)
Class A Common Stock	09/13/2021		P		156,324(5)	A	$16.8408(5)	3,694,925(5)	I	See footnote(2)
Class A Common Stock	09/13/2021		P		221,228(6)	A	$17.5151(6)	3,916,153(6)	I	See footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents (i) 178,737 shares purchased by Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and (ii) 2,154 shares purchased by Claremount VII Associates, L.P. ("Claremount VII"). The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.54 to $17.535, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 2,988,770 shares are held directly by Thrive VII Growth and 36,010 shares are held directly by Claremount VII.

2. Shares held directly by Thrive VII Growth and Claremount VII. Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth") is the general partner of Thrive VII and Thrive Partners VII GP, LLC ("Thrive Partners VII") is the general partner of Claremount VII. Joshua Kushner is the sole managing member of each of Thrive Partners VII Growth and Thrive Partners VII, and, in his capacity as managing member, has voting and investment power over the shares held by each of Thrive VII Growth and Claremount VII. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive VII Growth and Claremount VII except to the extent of their pecuniary interest therein.

3. Represents (i) 260,681 shares purchased by Thrive VII Growth and (ii) 3,140 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.54 to $17.855, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,249,451 shares are held directly by Thrive VII Growth and 39,150 shares are held directly by Claremount VII.

4. Represents (i) 247,024 shares purchased by Thrive VII Growth and (ii) 2,976 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.43 to $18.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,496,475 shares are held directly by Thrive VII Growth and 42,126 shares are held directly by Claremount VII.

5. Represents (i) 154,462 shares purchased by Thrive VII Growth and (ii) 1,862 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.18 to $17.175, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,650,937 shares are held directly by Thrive VII Growth and 43,988 shares are held directly by Claremount VII.

6. Represents (i) 218,595 shares purchased by Thrive VII Growth and (ii) 2,633 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.18 to $17.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,869,532 shares are held directly by Thrive VII Growth and 46,621 shares are held directly by Claremount VII.

Remarks:

This Amendment on Form 4/A amends and restates the Form 4 filed by the Reporting Person on September 13, 2021 to correct the price per share reported in the third row of Table I, Column 4.

	/s/ Joshua Kushner	09/28/2021
	** Signature of Reporting Person	Date
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