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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1) | 01/07/2021 | A | 75,694,143 | (1) | (1) | Class A Common Stock | 75,694,143 | (2) | 75,694,143 | I | Held by NJ Healthcare Investments, LLC(3) | |||
| Class B Common Stock | (1) | 01/07/2021 | A | 182,201 | (1) | (1) | Class A Common Stock | 182,201 | (4) | 182,201 | I | Held by Titus Ventures, LLC(3) | |||
| Class B Common Stock | (1) | 01/07/2021 | A | 5,645,934 | (1) | (1) | Class A Common Stock | 5,645,934 | (5) | 5,645,934 | I | Held by Caesar Ventures, LLC(3) | |||
| Class B Common Stock | (1) | 01/07/2021 | A | 2,062,265 | (1) | (1) | Class A Common Stock | 2,062,265 | (6) | 2,062,265 | I | Held by Caesar Clover, LLC(3) | |||
| Performance-based Restricted Stock Units | (7) | 01/07/2021 | A | 7,164,581 | (7) | (7) | Class B Common Stock(1) | 7,164,581 | (8) | 7,164,581 | D | ||||
| Restricted Stock Units | (9) | 01/07/2021 | A | 16,713,491 | (10) | (10) | Class B Common Stock(1) | 16,713,491 | $0.00 | 16,713,491 | D | ||||
| Performance-based Restricted Stock Units | (7) | 01/07/2021 | A | 5,571,164 | (7) | (7) | Class B Common Stock(1) | 5,571,164 | $0.00 | 5,571,164 | D | ||||
| Explanation of Responses: |
| 1. The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at the option of the holders of the Class B Common Stock at any time upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's Amended and Restated Certificate of Incorporation. |
| 2. Received in connection with the Issuer's business combination (the "Business Combination") with Clover Health Investments, Corp. ("Legacy Clover") in accordance with the terms of the Agreement and Plan of Merger dated as of October 5, 2020, among the Issuer (f/k/a Social Capital Hedosophia Holdings Corp. III), Asclepius Merger Sub Inc., and Legacy Clover, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020, in exchange for 36,601,265 shares of Class Z common stock of Legacy Clover. |
| 3. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC, Titus Ventures, LLC, Caesar Ventures, LLC and Caesar Clover, LLC. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities. |
| 4. Received in connection with the Business Combination in exchange for 88,102 shares of Class Z common stock of Legacy Clover. |
| 5. Received in connection with the Business Combination in exchange for 2,730,044 shares of Class Z common stock of Legacy Clover. |
| 6. Received in connection with the Business Combination in exchange for 997,191 shares of Class Z common stock of Legacy Clover. |
| 7. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock. The PRSUs generally vest in five equal installments on January 7 of each of 2022, 2023, 2024, 2025 and 2026 respectively, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and are subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through the applicable vesting date. The applicable performance goal for each tranche will be satisfied if the Issuer's Class A Common Stock achieves a specified per share market price for such tranche for at least 90 consecutive calendar days. If the applicable performance goals have not been achieved by January 7, 2026, all unvested PRSUs will be forfeited. |
| 8. Received in connection with the Business Combination in exchange for restricted stock units that will have settled for 3,464,373 shares of common stock of Legacy Clover. |
| 9. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. |
| 10. The RSUs will vest in equal annual installments over five years, beginning on January 7, 2022, subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through each vesting date. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person upon vesting. |
| Remarks: |
| /s/ Gia Lee, as Attorney-in-Fact | 01/11/2021 | |
| ** 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 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). | ||
| 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. | ||