Claremount VI Associates Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Thrive Partners II GP, LLC

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	32,859,064	(1)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

Thrive Partners II GP, LLC

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners II, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners III, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners V, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners VI Growth, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Claremount TW, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Claremount V Associates, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Claremount VI Associates, L.P.

(Last) (First) (Middle)

C/O THRIVE CAPITAL

295 LAFAYETTE STREET, SUITE 701

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

Explanation of Responses:

1. The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.

2. Represents: (i) 6,103,319 shares of Class B common stock held by Thrive Capital Partners II, L.P. ("Thrive II"); (ii) 22,391,068 shares of Class B common stock held by Thrive Capital Partners III, L.P. ("Thrive III"); (iii) 1,040,704 shares of Class B common stock held by Thrive Capital Partners V, L.P. ("Thrive V"); (iv) 2,498,513 shares of Class B common stock held by Thrive Capital Partners VI Growth, L.P, ("Thrive VI Growth"); (v) 757,239 shares of Class B common stock held by Claremount TW, L.P., ("Claremount TW"); (vi) 19,239 shares of Class B common stock held by Claremount V Associates, L.P., ("Claremount V"); and (vii) 48,982 shares of Class B common stock held by Claremount VI Associates, L.P., ("Claremount VI", and collectively, the "Thrive Capital Funds").

3. (Continued from footnote 2) Thrive Partners II GP, LLC is the general partner of Thrive II; Thrive Partners III GP, LLC is the general partner of each of Claremount TW and Thrive III; Thrive Partners V GP, LLC is the general partner of each of Claremount V and Thrive V; and Thrive Partners VI GP, LLC is the general partner of each of Claremount VI and Thrive VI Growth (collectively, the "Thrive General Partners"). Joshua Kushner is the sole managing member of each of the Thrive General Partners, and, in his capacity as managing member, has voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive Capital Funds except to the extent of their pecuniary interest therein.

Remarks:

Form 1 of 2: This Form 3 is the first of two Form 3s being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by designated filer Thrive Partners II GP, LLC.

	Thrive Partners II GP, LLC, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Thrive Capital Partners II, L.P., By: Thrive Partners II GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Thrive Capital Partners III, L.P., By: Thrive Partners III GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Thrive Capital Partners V, L.P., By: Thrive Partners V GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Thrive Capital Partners VI Growth, L.P., By: Thrive Partners VI GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Claremount TW, L.P., By: Thrive Partners III GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Claremount V Associates, L.P., By: Thrive Partners V GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	Claremount VI Associates, L.P., By: Thrive Partners VI GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	03/03/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.