United States securities and exchange commission logo
February 18, 2021
Mario Schlosser
Chief Executive Officer
Oscar Health, Inc.
75 Varick Street, 5th Floor
New York, NY 10013
Re: Oscar Health, Inc.
Registration
Statement on Form S-1
Filed February 5,
2021
File No. 333-252809
Dear Mr. Schlosser:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Capitalization, page 65
1. We note that your pro
forma and pro forma as adjusted disclosures contemplate
transactions where some
shareholders appear to gain rights while others lose rights. In
this regard, we note:
from page 13 and
elsewhere that:
o Thrive
Capital will effectively gain 19 votes per share on its preferred stock
which was
previously convertible into Series A common stock with one vote per
share that
will now effectively convert into Class B common stock with 20
votes per
share;
o the
Co-Founders will similarly gain 19 votes per share on all preferred stock and
exiting
Series A common stock as they too will receive Class B common stock
Mario Schlosser
FirstName LastNameMario Schlosser
Oscar Health, Inc.
Comapany18,
February NameOscar
2021 Health, Inc.
February
Page 2 18, 2021 Page 2
FirstName LastName
with 20 votes per share instead of Series A common stock at
one vote per share;
o the Co-Founders will effectively gain 10 votes per share on
all Series
B common stock which previously had 10 votes per shares when
they receive
Class B common stock with 20 votes per share; and
o Series B common stockholders, other than the Co-Founders,
will effectively
lose nine votes per share when their 10-vote per share
Series B common stock is
converted into one-vote per share Class A common stock; and
from page 147 that Mario Schlosser will have options exercisable
for 20-vote per
share Class B common stock that apparently were previously
exercisable for one-vote
per share Series A common stock.
Please tell us how you plan to account for these apparent changes in
rights and how you
will reflect them in your pro forma and pro forma as adjusted
presentation. Reference for
us the authoritative literature you rely upon to support your
anticipated accounting.
Notes to Consolidated Financial Statements
Note 6: Fair Value, page F-23
2. From the warrant liability rollforward on page F-24 and the disclosure
regarding your
Series A11 preferred stock call options on pages F-29 and II-3, it
appears that the fair
value of these options was about $1.09 per share at issuance in May
and June 2020 and
about $1.00 per share at exercise in November and December 2020.
During this time, we
note that your Series A11 preferred stock was issued at $6.01898 per
share in May and
June 2020 and that your Series A12 preferred stock was issued for
$9.69438 per share in
December 2020. Please tell us why the value of your Series A11
preferred stock call
options declined from May/June 2020 to November/December 2020 when it
appears that
the underlying preferred stock appreciated considerably during this
time. In your
response, specifically tell us:
whether there are any significant differences in the preferences
underlying your
Series A11 and Series A12 preferred stock;
the date when the issuance of Series A12 preferred stock was first
contemplated;
the date when pricing negotiations in the Series A12 preferred
stock issuance began;
who lead the pricing negotiations for the Series A12 investors and
any previous
relationship to you;
the preliminary issuance price of the Series A12 stock when
negotiations began;
the date when the Series A12 issuance was agreed; and
the date(s) when the Series A12 call options were exercised.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Mario Schlosser
Oscar Health, Inc.
February 18, 2021
Page 3
You may contact Michelle Miller at (202) 551-3368 or Mark Brunhofer at
(202) 551-
3638 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at
(202) 551-
3859 with any other questions.
Sincerely,
FirstName LastNameMario Schlosser
Division of
Corporation Finance
Comapany NameOscar Health, Inc.
Office of Finance
February 18, 2021 Page 3
cc: Keith Halverstam, Esq.
FirstName LastName