Vivek Garipalli - Jan 7, 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
Stock symbol
CLOV
Transactions as of
Jan 7, 2023
Transactions value $
-$1,585,290
Form type
4
Date filed
4/28/2023, 08:23 PM
Previous filing
Jan 11, 2022
Next filing
Jan 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CLOV Class A Common Stock Options Exercise +1.57M 1.57M Jan 7, 2023 Direct F1, F2
transaction CLOV Class A Common Stock Tax liability -$1.59M -1.57M -100% $1.01 0 Jan 7, 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 -3.34M -25% 10M Jan 7, 2023 Class B Common Stock 3.34M Direct F1, F3
transaction CLOV Class B Common Stock Options Exercise +3.34M +199.22% 5.02M Jan 7, 2023 Class A Common Stock 3.34M Direct F1, F2
transaction CLOV Class B Common Stock Options Exercise -1.57M -31.26% 3.45M Jan 7, 2023 Class A Common Stock 1.57M Direct F1, F2
holding CLOV Class B Common Stock 75.7M Jan 7, 2023 Class A Common Stock 75.7M Held by NJ Healthcare Investment, LLC F1, F4
holding CLOV Class B Common Stock 182K Jan 7, 2023 Class A Common Stock 182K Held by Titus Ventures, LLC F1, F4
holding CLOV Class B Common Stock 5.65M Jan 7, 2023 Class A Common Stock 5.65M Held by Ceasar Ventures, LLC F1, F4
holding CLOV Class B Common Stock 2.06M Jan 7, 2023 Class A Common Stock 2.06M 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