Vivek Garipalli - 07 Jan 2023 Form 4 Insider Report for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV)

Role
Executive Chairperson, Director, 10%+ Owner
Signature
/s/ Joseph R. Martin as attorney-in-fact for Vivek Garipalli
Issuer symbol
CLOV
Transactions as of
07 Jan 2023
Net transactions value
-$1,585,290
Form type
4
Filing time
28 Apr 2023, 20:23:10 UTC
Previous filing
11 Jan 2022
Next filing
09 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CLOV Class A Common Stock Options Exercise +1,569,594 1,569,594 07 Jan 2023 Direct F1, F2
transaction CLOV Class A Common Stock Tax liability $1,585,290 -1,569,594 -100% $1.01 0 07 Jan 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CLOV Restricted Stock Unit Options Exercise -3,342,698 -25% 10,028,095 07 Jan 2023 Class B Common Stock 3,342,698 Direct F1, F3
transaction CLOV Class B Common Stock Options Exercise +3,342,698 +199% 5,020,571 07 Jan 2023 Class A Common Stock 3,342,698 Direct F1, F2
transaction CLOV Class B Common Stock Options Exercise -1,569,594 -31% 3,450,977 07 Jan 2023 Class A Common Stock 1,569,594 Direct F1, F2
holding CLOV Class B Common Stock 75,694,143 07 Jan 2023 Class A Common Stock 75,694,143 Held by NJ Healthcare Investment, LLC F1, F4
holding CLOV Class B Common Stock 182,201 07 Jan 2023 Class A Common Stock 182,201 Held by Titus Ventures, LLC F1, F4
holding CLOV Class B Common Stock 5,645,934 07 Jan 2023 Class A Common Stock 5,645,934 Held by Ceasar Ventures, LLC F1, F4
holding CLOV Class B Common Stock 2,062,265 07 Jan 2023 Class A Common Stock 2,062,265 Held by Ceasar Clover, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.

Remarks:

Exhibit List 24.1 - Power of Attorney