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