0000895345-23-000261.txt : 20230428 0000895345-23-000261.hdr.sgml : 20230428 20230428202310 ACCESSION NUMBER: 0000895345-23-000261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230107 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garipalli Vivek CENTRAL INDEX KEY: 0001839260 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39252 FILM NUMBER: 23869481 MAIL ADDRESS: STREET 1: C/O CLOVER HEALTH INVESTMENTS, CORP. STREET 2: 725 COOL SPRINGS BLVD., SUITE 320 CITY: FRANKLIN STATE: TN ZIP: 37067 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 form4.xml X0407 4 2023-01-07 0001801170 CLOVER HEALTH INVESTMENTS, CORP. /DE CLOV 0001839260 Garipalli Vivek C/O CLOVER HEALTH INVESTMENTS, CORP. 3401 LORY LANE, SUITE 210 FRANKLIN TN 37067 true true true Executive Chairperson false Class A Common Stock 2023-01-07 4 M 0 1569594 A 1569594 D Class A Common Stock 2023-01-07 4 F 0 1569594 1.01 D 0 D Restricted Stock Unit 2023-01-07 4 M 0 3342698 D Class B Common Stock 3342698 10028095 D Class B Common Stock 2023-01-07 4 M 0 3342698 A Class A Common Stock 3342698 5020571 D Class B Common Stock 2023-01-07 4 M 0 1569594 D Class A Common Stock 1569594 3450977 D Class B Common Stock Class A Common Stock 75694143 75694143 I Held by NJ Healthcare Investment, LLC Class B Common Stock Class A Common Stock 182201 182201 I Held by Titus Ventures, LLC Class B Common Stock Class A Common Stock 5645934 5645934 I Held by Ceasar Ventures, LLC Class B Common Stock Class A Common Stock 2062265 2062265 I Held by Ceasar Clover, LLC The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. The RSU award vests in equal installments on the first five anniversaries of January 7, 2021. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC, Titus Ventures, LLC, Caesar Ventures, LLC and Caesar Clover, LLC. Exhibit List 24.1 - Power of Attorney /s/ Joseph R. Martin as attorney-in-fact for Vivek Garipalli 2023-04-28 EX-24 2 ff2014095_4-ex24.htm



EXHIBIT 24



POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Clover Health Investments, Corp. (the “Company”), hereby constitutes and appoints Scott J. Leffler, Joseph R. Martin, Jamie L. Reynoso and Jessica Kirkland, and each of them, the undersigned’s true and lawful attorney-in-fact to:
(1)
execute, deliver and file for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the SEC and any stock exchange or similar authority;
(3)
seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the attorney-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing. The attorney-in-fact and the Company are not responsible for any errors or omissions in such filings. The attorney-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short-swing profits under Section 16(b).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this  16th  day of September, 2022.


 
/s/ Vivek Garipalli
  
 
Vivek Garipalli