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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Schlosser Mario (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 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/05/2021
	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
Class A Common Stock	03/05/2021		S		146,514	D	$39	0	D
Class A Common Stock	03/05/2021		C		219,772	A	(1)	219,772	I	By Pizzo-Schlosser 2020 GRAT and Spousal Trust(2)
Class A Common Stock	03/05/2021		S		219,772	D	$39	0	I	By Pizzo-Schlosser 2020 GRAT and Spousal Trust(2)

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
Performance Restricted Stock Units	(3)	03/05/2021		A		4,229,853		(4)	03/05/2028	Class A Common Stock	4,229,853	$0.00	4,229,853	D
Restricted Stock Units	(5)	03/05/2021		A		17		(6)	(6)	Class A Common Stock	17	$0.00	17	D
Class B Common Stock	(1)	03/05/2021		C			219,772	(1)	(1)	Class A Common Stock	219,772	(1)	956,744	I	By Pizzo-Schlosser 2020 GRAT and Spousal Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	333,333		333,333	I	By Noah Pizzo-Schlosser Dynasty Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	633,333		633,333	I	By Pizzo-Schlosser Family Dynasty Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	333,333		333,333	I	By Siena Pizzo-Schlosser Dynasty Trust(2)

Explanation of Responses:

1. The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.

2. Mr. Schlosser disclaims beneficial ownership over the shares held of record by the trust except to the extent of his pecuniary interest therein, if any.

3. Each performance restricted stock unit represents a contingent right to receive one share of Class A common stock.

4. The performance restricted stock units vest upon the Issuer's common stock achieving certain specified price per share targets ranging from $90 to $270 per share.

5. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

6. The restricted stock units vest upon the earlier of (i) 180 days after the IPO date, or (ii) the second day following the expiration of the underwriter-mandated lock-up period associated with the Issuer's initial public offering.

Remarks:

	/s/ Harold Greenberg, Attorney-in-fact	03/05/2021
	** 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).
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