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*
Thrive Partners VII Growth GP, LLC

(Last) (First) (Middle)
C/O THRIVE CAPITAL,
295 LAFAYETTE STREET, SUITE 701

(Street)
NEW YORK NY 10012

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 09/14/2021 P 515,344(1) A $18.097(1) 4,431,497(1) I See footnote(2)
Class A Common Stock 09/15/2021 P 323,725(3) A $17.855(3) 4,755,222(3) I See footnote(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
1. Name and Address of Reporting Person*
Thrive Partners VII Growth GP, LLC

(Last) (First) (Middle)
C/O THRIVE CAPITAL,
295 LAFAYETTE STREET, SUITE 701

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thrive Capital Partners VII Growth, L.P.

(Last) (First) (Middle)
C/O THRIVE CAPITAL,
295 LAFAYETTE STREET, SUITE 701

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thrive Partners VII GP, LLC

(Last) (First) (Middle)
C/O THRIVE CAPITAL,
295 LAFAYETTE STREET, SUITE 701

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Claremount VII Associates, L.P.

(Last) (First) (Middle)
C/O THRIVE CAPITAL,
295 LAFAYETTE STREET, SUITE 701

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
Explanation of Responses:
1. Represents (i) 509,209 shares purchased by Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and (ii) 6,135 shares purchased by Claremount VII Associates, L.P. ("Claremount VII"). The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.685 to $18.50, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 4,378,741 shares are held directly by Thrive VII Growth and 52,756 shares are held directly by Claremount VII.
2. Shares held directly by Thrive VII Growth and Claremount VII. Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth") is the general partner of Thrive VII Growth. Thrive Partners VII GP, LLC ("Thrive Partners VII") is the general partner of Claremount VII. Joshua Kushner is the sole managing member of each of Thrive Partners VII Growth and Thrive Partners VII and, in his capacity as managing member, has voting and investment power over the shares held by each of Thrive VII Growth and Claremount VII. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by Thrive VII Growth and Claremount VII except to the extent of their pecuniary interest therein.
3. Represents (i) 319,871 shares purchased by Thrive VII Growth and (ii) 3,854 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.62 to $18.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 4,698,612 shares are held directly by Thrive VII Growth and 56,610 shares are held directly by Claremount VII.
Remarks:
THRIVE PARTNERS VII GROWTH GP, LLC, By: /s/ Joshua Kushner, Managing Member 09/16/2021
THRIVE CAPITAL PARTNERS VII GROWTH, L.P., By: Thrive Partners VII Growth GP, LLC, By: /s/ Joshua Kushner, Managing Member 09/16/2021
THRIVE PARTNERS VII GP, LLC, By: /s/ Joshua Kushner, Managing Member 09/16/2021
CLAREMOUNT VII ASSOCIATES, L.P., By: Thrive Partners VII GP, LLC, By: /s/ Joshua Kushner, Managing Member 09/16/2021
** 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).
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