GREENOAKS CAPITAL PARTNERS LLC - 06 Jul 2021 Form 4 Insider Report for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV)

Role
10%+ Owner
Signature
Greenoaks Capital Partners LLC, By: /s/ Neil Mehta, Managing Director
Issuer symbol
CLOV
Transactions as of
06 Jul 2021
Net transactions value
$0
Form type
4
Filing time
08 Jul 2021, 20:35:52 UTC
Next filing
17 Aug 2021
SEC
View on sec.gov

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 Class B Common Stock Other -21,463,951 -22% 74,867,387 06 Jul 2021 Class A Common Stock 21,463,951 See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction represents a pro-rata in-kind distribution by certain funds and accounts to which Greenoaks Capital Partners LLC ("Greenoaks Capital") serves as the investment adviser. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events, including upon a transfer, other than certain permitted transfers, as set forth in the Issuer's certificate of incorporation, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 12, 2021. Accordingly, such shares automatically converted in connection with the receipt of such distribution by the distributees. Subject to such automatic conversion provisions, the shares of Class B Common Stock have no expiration date. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.
F2 The securities reported herein are held by certain funds and accounts to which Greenoaks Capital serves as the investment adviser and related persons or entities. Neil Mehta and Benjamin Peretz serve as Managing Directors of Greenoaks Capital.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported herein except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.