Mario Schlosser - Nov 16, 2023 Form 4 Insider Report for Oscar Health, Inc. (OSCR)

Signature
/s/ Melissa Curtin, Attorney-in-fact
Stock symbol
OSCR
Transactions as of
Nov 16, 2023
Transactions value $
-$1,930,260
Form type
4
Date filed
11/20/2023, 04:28 PM
Previous filing
Aug 17, 2023
Next filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSCR Class A Common Stock Conversion of derivative security +390K +681.13% 448K Nov 16, 2023 Direct F1, F2
transaction OSCR Class A Common Stock Sale -$2.78M -390K -87.2% $7.12 57.3K Nov 16, 2023 Direct F1, F3, F4

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 OSCR Stock Option (Right to Buy) Options Exercise $0 -608K -100% $0.00* 0 Nov 16, 2023 Class B Common Stock 608K $1.40 Direct F1, F5
transaction OSCR Class B Common Stock Options Exercise $849K +608K +53.51% $1.40 1.75M Nov 16, 2023 Class A Common Stock 608K Direct F1, F2
transaction OSCR Class B Common Stock Conversion of derivative security -390K -22.37% 1.36M Nov 16, 2023 Class A Common Stock 390K Direct F1, F2
holding OSCR Class B Common Stock 333K Nov 16, 2023 Class A Common Stock 333K By Noah Pizzo-Schlosser Dynasty Trust F2, F6
holding OSCR Class B Common Stock 633K Nov 16, 2023 Class A Common Stock 633K By Pizzo-Schlosser Family Dynasty Trust F2, F6
holding OSCR Class B Common Stock 333K Nov 16, 2023 Class A Common Stock 333K By Siena Pizzo-Schlosser Dynasty Trust F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These transactions were effected pursuant to a Rule 10b5-1 trading arrangement dated August 19, 2023, adopted by the Reporting Person.
F2 The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
F3 The sale was effected to cover the cost of exercise and to satisfy the Reporting Person's tax withholding obligation arising from the stock option exercise reported above.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.99 to $7.24, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected.
F5 The stock option is fully vested and exercisable, and expires on January 17, 2024.
F6 Mr. Schlosser disclaims beneficial ownership over the shares held of record by the trust except to the extent of his pecuniary interest therein, if any.

Remarks:

The adoption date of the Rule 10b5-1 trading arrangement is 08/19/2023.