Filing Details
- Accession Number:
- 0001209191-21-066848
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-11-24 18:22:50
- Reporting Period:
- 2021-07-07
- Accepted Time:
- 2021-11-24 18:22:50
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1801170 | Clover Health Investments Corp. | CLOV | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1715450 | Chamath Palihapitiya | C/O 317 University Ave, Suite 200 Palo Alto CA 94301 | No | No | Yes | Yes | |
| 1806247 | Sch Sponsor Iii Llc | C/O 317 University Ave, Suite 200 Palo Alto CA 94301 | No | No | Yes | Yes | |
| 1806665 | Chachacha Spac C, Llc | C/O 317 University Ave, Suite 200 Palo Alto CA 94301 | No | No | Yes | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2021-07-07 | 20,500,000 | $0.00 | 0 | No | 4 | J | Indirect | By SCH Sponsor III LLC |
| Class A Common Stock | Acquisiton | 2021-08-16 | 2,245,980 | $0.00 | 29,158,480 | No | 4 | M | Indirect | By ChaChaCha SPAC C LLC |
| Class A Common Stock | Disposition | 2021-08-20 | 750,000 | $0.00 | 28,408,480 | No | 4 | J | Indirect | By ChaChaCha SPAC C LLC |
| Class A Common Stock | Acquisiton | 2021-11-22 | 1,739,130 | $5.75 | 1,739,130 | No | 4 | P | Indirect | By SC Ventures Holdings, LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | By SCH Sponsor III LLC |
| No | 4 | M | Indirect | By ChaChaCha SPAC C LLC |
| No | 4 | J | Indirect | By ChaChaCha SPAC C LLC |
| No | 4 | P | Indirect | By SC Ventures Holdings, LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Warrants | Disposition | 2021-07-07 | 10,933,333 | $0.00 | 10,933,333 | $11.50 |
| Class A Common Stock | Warrants | Disposition | 2021-08-16 | 9,020,000 | $0.00 | 2,245,980 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2026-01-07 | No | 4 | J | Indirect | |
| 0 | 2026-01-07 | No | 4 | M | Indirect |
Footnotes
- 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.
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