| 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 | -24.6M | -32.96% | 50.1M | Sep 8, 2021 | Class A Common Stock | 24.6M | See footnote | F1, F2, F3 |
| 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. |
| F3 | The Form 4 filed by the Reporting Persons on July 8, 2021 reported a pro-rata in-kind distribution of 21,463,951 shares. The Reporting Persons in fact distributed 21,619,101 shares. The number of shares set forth on this line reflects such correction. |
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.