Greenoaks Capital Partners Llc - Nov 22, 2021 Form 4 Insider Report for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV)

Role: Other*, 10%+ Owner
Signature: Greenoaks Capital Partners LLC, By: /s/ Neil Mehta, Managing Director
Stock symbol: CLOV
Transactions as of: Nov 22, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/24/2021, 05:06 PM
Previous filing: Nov 18, 2021
Next filing: Dec 2, 2021

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		-24.3M	-48.58%		25.8M	Nov 22, 2021	Class A Common Stock	24.3M		See footnote	F1, F2

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

Greenoaks Capital Partners Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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.

Content

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.

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.