Joshua Kushner Form 4 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)
02/03/2022

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
7.25% Convertible Senior Notes	$8.32	02/03/2022		A		34,583,000		(1)(2)	(1)(2)	Class A Common Stock	4,155,911	$34,583,000	34,583,000	I	By Thrive Capital Partners VII Growth, L.P.(3)
7.25% Convertible Senior Notes	$8.32	02/03/2022		A		417,000		(1)(2)	(1)(2)	Class A Common Stock	50,111	$417,000	417,000	I	By Claremount VII Associates, L.P.(4)

Explanation of Responses:

1. The 7.25% Convertible Senior Notes (the "Notes") are governed by an indenture (the "Indenture") between the Issuer and U.S. Bank National Association, as trustee (the "Trustee"). The Notes bear interest at a rate of 7.25% per annum, payable in cash, commencing on June 30, 2022. The Notes may be converted by the holder, subject to certain conditions, at an initial conversion price of approximately $8.32. Before August 31, 2031, holders of the Notes have the right to convert their Notes only upon the occurrence of certain events more fully described in the Indenture. From and after August 31, 2031, holders of the Notes may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the December 31, 2031 maturity date. Upon conversion, the Notes will be settled, at the Issuer's election, in shares of Class A Common Stock, cash, or a combination of cash and shares of Class A Common Stock,

2. (Continued from Footnote 1) subject to certain exceptions, including the right of the holder to elect to settle the Notes by Physical Settlement (as defined in the Indenture) upon conversion pursuant to the terms of the Investment Agreement, dated January 27, 2022, between the Issuer and the purchasers of the Notes. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Holders of the Notes have the right to require the Issuer to repurchase all or some of their Notes for cash, subject to certain conditions. The Notes are also subject to redemption under certain circumstances and include customary provisions relating to the occurrence of "Events of Default" (as defined in the Indenture). The Notes have a stated maturity of December 31, 2031, subject to earlier conversion, redemption or repurchase in accordance with their terms.

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

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

Remarks:

	/s/ Joshua Kushner	02/07/2022
	** 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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