Clover Health Investments (CLOV) Form 4 CLOVER HEALTH INVESTMENTS / Gia Lee 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^*

Lee Gia

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

725 COOL SPRINGS BLVD., SUITE 320

(Street)

FRANKLIN TN 37067

(City) (State) (Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel & Secretary

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)

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

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
Stock Options (right to buy)	$1.94	01/07/2021		A		568,720		(1)	03/25/2029	Class B Common Stock(2)	568,720	(3)	568,720	D
Stock Options (right to buy)	$2.23	01/07/2021		A		336,062		(4)	02/03/2030	Class B Common Stock(2)	336,062	(5)	336,062	D
Stock Options (right to buy)	$2.23	01/07/2021		A		1,008,186		(6)	02/03/2030	Class B Common Stock(2)	1,008,186	(7)	1,008,186	D

Explanation of Responses:

1. 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 1/5th of the total number of shares on January 14, 2020 and 1/60th of the total number of shares in equal monthly installments thereafter ("Vesting Schedule A"). The stock option vests according to Vesting Schedule A, subject to the continuous service of the Reporting Person on each vesting date.

2. 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.

3. 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 options to acquire 275,000 shares of common stock of Legacy Clover for $4.01 per share.

4. 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 1/60th of the total number of shares in equal monthly installments beginning on February 14, 2019 ("Vesting Schedule B"). The stock option vests according to Vesting Schedule B, subject to the continuous service of the Reporting Person on each vesting date.

5. Received in connection with the Business Combination in exchange for options to acquire 162,500 shares of common stock of Legacy Clover for $4.61 per share.

6. 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 24/60th of the total number of shares on January 1, 2022 and 1/60th of the total number of shares in equal monthly installments thereafter ("Vesting Schedule C"). The stock option vests according to Vesting Schedule C, subject to the continuous service of the Reporting Person on each vesting date.

7. Received in connection with the Business Combination in exchange for options to acquire 487,500 shares of common stock of Legacy Clover for $4.61 per share.

Remarks:

	/s/ Gia Lee	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).
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