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 | ||||||
| Class A Common Stock | 01/07/2021 | A | 10,000,000 | A | $10 | 10,000,000 | I | By ChaChaCha SPAC C LLC(1) | ||
| Class A Common Stock | 01/07/2021 | M | 20,500,000 | A | (2) | 30,500,000 | I | By SCH Sponsor III LLC(3) | ||
| 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 ordinary share | (2) | 01/07/2021 | M | 20,500,000 | (2) | (2) | Class A Common Stock | 20,500,000 | $0.00 | 0 | I | By SCH Sponsor III LLC(3) | |||
| Class B Common Stock | (4) | 01/07/2021 | A | 284,891 | (4) | (4) | Class A Common Stock | 284,891 | $0.00 | 0 | I | By The Social+Capital Partnership III, L.P.(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On the basis of the reporting person's relationship with ChaChaCha SPAC C LLC ("ChaChaCha"), the reporting person may be deemed a beneficial owner of the shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Shares"), held by ChaChaCha. The reporting person disclaims beneficial ownership of the Class A Shares held by ChaChaCha, except to the extent of his pecuniary interest therein. |
| 2. On January 7, 2021, the Social Capital Hedosophia Holdings Corp. III ("SCH" and the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Clover Health Investments, Corp. In connection with the consummation of the Business Combination, each share of Class B ordinary share, par value $0.0001 per share, of SCH automatically converted into one Class A Share. |
| 3. A majority of the voting interests of SCH Sponsor III LLC ("Sponsor") are held by ChaChaCha. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha may be deemed to beneficially own the Class A Shares held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Class A Shares held by the Sponsor, except to the extent of such person's pecuniary interest therein. |
| 4. Pursuant to the consummation of the Business Combination, each share of common stock, par value $0.0001 per share, of Clover Health Investments, Corp. was converted into the right to receive a certain amount of shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Shares"), in accordance with the Agreement and Plan of Merger, dated as of October 5, 2020, by and among SCH, Clover Health Investments, Corp. and Asclepius Merger Sub Inc., as amended on December 8, 2020. |
| 5. On the basis of the reporting person's relationship with The Social + Capital Partnership III, L.P., the reporting person may be deemed a beneficial owner of the shares of the Issuer's Class B Shares held by The Social + Capital Partnership III, L.P., for itself and as nominee for The Social + Capital Partnership Principals Fund III, L.P. The reporting person disclaims beneficial ownership of the Class B Shares held by The Social + Capital Partnership III, L.P., except to the extent of his pecuniary interest therein. |
| Remarks: |
| FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR |
| /s/ Chamath Palihapitiya | 01/11/2021 | |
| SCH SPONSOR III LLC, /s/ Chamath Palihapitiya, as Chief Executive Officer | 01/11/2021 | |
| CHACHACHA SPAC C LLC, /s/ Chamath Palihapitiya, as Sole Member | 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. | ||