0001209191-21-003159.txt : 20210111
0001209191-21-003159.hdr.sgml : 20210111
20210111211413
ACCESSION NUMBER: 0001209191-21-003159
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: Garipalli Vivek
CENTRAL INDEX KEY: 0001839260
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 21522226
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: 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
0001839260
Garipalli Vivek
C/O CLOVER HEALTH INVESTMENTS, CORP.
725 COOL SPRINGS BLVD., SUITE 320
FRANKLIN
TN
37067
1
1
1
0
Chief Executive Officer
Class B Common Stock
2021-01-07
4
A
0
75694143
A
Class A Common Stock
75694143
75694143
I
Held by NJ Healthcare Investments, LLC
Class B Common Stock
2021-01-07
4
A
0
182201
A
Class A Common Stock
182201
182201
I
Held by Titus Ventures, LLC
Class B Common Stock
2021-01-07
4
A
0
5645934
A
Class A Common Stock
5645934
5645934
I
Held by Caesar Ventures, LLC
Class B Common Stock
2021-01-07
4
A
0
2062265
A
Class A Common Stock
2062265
2062265
I
Held by Caesar Clover, LLC
Performance-based Restricted Stock Units
2021-01-07
4
A
0
7164581
A
Class B Common Stock
7164581
7164581
D
Restricted Stock Units
2021-01-07
4
A
0
16713491
0.00
A
Class B Common Stock
16713491
16713491
D
Performance-based Restricted Stock Units
2021-01-07
4
A
0
5571164
0.00
A
Class B Common Stock
5571164
5571164
D
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 36,601,265 shares of Class Z common stock of Legacy Clover.
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. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities.
Received in connection with the Business Combination in exchange for 88,102 shares of Class Z common stock of Legacy Clover.
Received in connection with the Business Combination in exchange for 2,730,044 shares of Class Z common stock of Legacy Clover.
Received in connection with the Business Combination in exchange for 997,191 shares of Class Z common stock of Legacy Clover.
Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock. The PRSUs generally vest in five equal installments on January 7 of each of 2022, 2023, 2024, 2025 and 2026 respectively, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and are subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through the applicable vesting date. The applicable performance goal for each tranche will be satisfied if the Issuer's Class A Common Stock achieves a specified per share market price for such tranche for at least 90 consecutive calendar days. If the applicable performance goals have not been achieved by January 7, 2026, all unvested PRSUs will be forfeited.
Received in connection with the Business Combination in exchange for restricted stock units that will have settled for 3,464,373 shares of common stock of Legacy Clover.
Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration.
The RSUs will vest in equal annual installments over five years, beginning on January 7, 2022, subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through each vesting date. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person upon vesting.
/s/ Gia Lee, as Attorney-in-Fact
2021-01-11