0001209191-21-066848.txt : 20211124 0001209191-21-066848.hdr.sgml : 20211124 20211124182250 ACCESSION NUMBER: 0001209191-21-066848 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210707 FILED AS OF DATE: 20211124 DATE AS OF CHANGE: 20211124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palihapitiya Chamath CENTRAL INDEX KEY: 0001715450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39252 FILM NUMBER: 211448408 MAIL ADDRESS: STREET 1: C/O SOCIAL CAPITAL STREET 2: 317 UNIVERSITY AVE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ChaChaCha SPAC C, LLC CENTRAL INDEX KEY: 0001806665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39252 FILM NUMBER: 211448407 BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCH Sponsor III LLC CENTRAL INDEX KEY: 0001806247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39252 FILM NUMBER: 211448406 BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 FORMER NAME: FORMER CONFORMED NAME: SCH Sponsor Corp. III DATE OF NAME CHANGE: 20200311 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: 3401 MALLORY LANE, SUITE 210 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: (201) 432-2133 MAIL ADDRESS: STREET 1: 3401 MALLORY LANE, SUITE 210 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 2021-07-07 1 0001801170 CLOVER HEALTH INVESTMENTS, CORP. /DE CLOV 0001715450 Palihapitiya Chamath C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO CA 94301 0 0 1 1 See Remarks 0001806665 ChaChaCha SPAC C, LLC C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO CA 94301 0 0 1 1 Former Director 0001806247 SCH Sponsor III LLC C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO CA 94301 0 0 1 1 Former Director Class A Common Stock 2021-07-07 4 J 0 20500000 D 0 I By SCH Sponsor III LLC Class A Common Stock 2021-08-16 4 M 0 2245980 A 29158480 I By ChaChaCha SPAC C LLC Class A Common Stock 2021-08-20 4 J 0 750000 0.00 D 28408480 I By ChaChaCha SPAC C LLC Class A Common Stock 2021-11-22 4 P 0 1739130 5.75 A 1739130 I By SC Ventures Holdings, LLC Warrants 11.50 2021-07-07 4 J 0 10933333 D 2026-01-07 Class A Common Stock 10933333 0 I By SCH Sponsor III LLC Warrants 2021-08-16 4 M 0 9020000 D 2026-01-07 Class A Common Stock 2245980 0 I By ChaChaCha SPAC C LLC Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. Reflects securities held by the Sponsor. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha SPAC C LLC ("ChaChaCha") may be deemed to beneficially own the Issuer securities held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Issuer securities held by the Sponsor, except to the extent of such person's pecuniary interest therein. These warrants were exercised in a "Make-Whole Exercise" prior to a redemption of such warrants by the Issuer. Pursuant to the terms of the warrants relating to a Make-Whole Exercise, the warrants held by ChaChaCha were exercised for 2,245,980 shares of Issuer common stock. Includes shares of Issuer common stock received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended. Reflects securities held by ChaChaCha. On the basis of Mr. Palihapitiya's relationship with ChaChaCha, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by ChaChaCha. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by ChaChaCha, except to the extent of his pecuniary interest therein. Reflects a distribution of shares by ChaChaCha for no value. Reflects securities held by SC Ventures Holdings, LLC ("SC Ventures"). On the basis of Mr. Palihapitiya's relationship with SC Ventures, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by SC Ventures. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by SC Ventures, except to the extent of his pecuniary interest therein. These warrants were fully vested and exercisable. Prior to the exercise of the warrants reported herein, these warrants were received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended. FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR CHAMATH PALIHAPITIYA, By: /s/ Chamath Palihapitiya 2021-11-24 CHACHACHA SPAC C, LLC, By: /s/ Chamath Palihapitiya, as Manager 2021-11-24 SCH SPONSOR III LLC, By: /s/ Chamath Palihapitiya, as Chief Executive Officer 2021-11-24