Joseph Wagner - Aug 9, 2021 Form 4 Insider Report for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV)

Role: Chief Financial Officer
Signature: Joseph Wagner
Stock symbol: CLOV
Transactions as of: Aug 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/11/2021, 06:18 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CLOV	Class A Common Stock	Conversion of derivative security		+25K			25K	Aug 9, 2021	Direct	F1

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	Stock Options (right to buy)	Options Exercise	$0	-25K	-4.84%	$0.00	492K	Aug 9, 2021	Class B Common Stock	25K	$2.23	Direct	F2
transaction	CLOV	Class B Common Stock	Options Exercise	$0	+25K		$0.00	25K	Aug 9, 2021	Class A Common Stock	25K	$2.23	Direct	F1
transaction	CLOV	Class B Common Stock	Conversion of derivative security	$0	-25K	-100%	$0.00^*	0	Aug 9, 2021	Class A Common Stock	25K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	100% of the stock option is immediately exercisable. The stock option vested as to 1/5th of the total number of shares on December 30, 2020 and continues to vest as to 1/60th of the total number of shares in equal monthly installments thereafter, subject to the continuous service of the Reporting Person on each vesting date.

Content

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.

100% of the stock option is immediately exercisable. The stock option vested as to 1/5th of the total number of shares on December 30, 2020 and continues to vest as to 1/60th of the total number of shares in equal monthly installments thereafter, subject to the continuous service of the Reporting Person on each vesting date.