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