0001209191-21-003170.txt : 20210111
0001209191-21-003170.hdr.sgml : 20210111
20210111212346
ACCESSION NUMBER: 0001209191-21-003170
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Clinton Chelsea
CENTRAL INDEX KEY: 0001530920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 21522247
MAIL ADDRESS:
STREET 1: C/O IAC 555 W 18TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10011
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CLOVER HEALTH INVESTMENTS, CORP. /DE
CENTRAL INDEX KEY: 0001801170
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 981515192
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 725 COOL SPRINGS BLVD., SUITE 320
CITY: FRANKLIN
STATE: TN
ZIP: 37067
BUSINESS PHONE: (201) 432-2133
MAIL ADDRESS:
STREET 1: 725 COOL SPRINGS BLVD., SUITE 320
CITY: FRANKLIN
STATE: TN
ZIP: 37067
FORMER COMPANY:
FORMER CONFORMED NAME: CLOVER HEALTH INVESTMENTS, CORP.
DATE OF NAME CHANGE: 20210107
FORMER COMPANY:
FORMER CONFORMED NAME: Social Capital Hedosophia Holdings Corp. III
DATE OF NAME CHANGE: 20200124
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-07
0
0001801170
CLOVER HEALTH INVESTMENTS, CORP. /DE
CLOV
0001530920
Clinton Chelsea
C/O CLOVER HEALTH INVESTMENTS, CORP.
725 COOL SPRINGS BLVD., SUITE 320
FRANKLIN
TN
37067
1
0
0
0
Stock Options (right to buy)
1.26
2021-01-07
4
A
0
499390
A
2027-02-07
Class B Common Stock
499390
499390
D
Stock Options (right to buy)
8.42
2021-01-07
4
A
0
186300
A
2030-10-29
Class B Common Stock
186300
186300
D
100% of the stock option is immediately exercisable. The stock option vests as to 1/5th of the total number of shares in equal annual installments beginning on January 31, 2018, subject to the continuous service of the Reporting Person on each vesting date.
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.
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 241,476 shares of common stock of Legacy Clover for $2.61 per share.
The stock option is fully vested and immediately exercisable.
Received in connection with the Business Combination in exchange for options to acquire 90,084 shares of common stock of Legacy Clover for $17.42 per share.
/s/ Gia Lee, as Attorney-in-Fact
2021-01-11