Key facts
- This page summarizes Chamath Palihapitiya's Form 4 filing for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV).
- 6 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 24 Nov 2021, 17:22.
Chamath Palihapitiya - 07 Jul 2021 Form 4 Insider Report for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV)
- Reporting relationship
- FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR, 10%+ Owner
- Issuer ticker
- CLOV
- Reported as of
- 07 Jul 2021
- Net transaction value
- +$9,999,998
- SEC form
- 4
- Accepted by SEC
- 24 Nov 2021, 17:22:50 UTC
- Prior SEC filing
- 02 Jun 2021
- Next SEC filing
- 20 Jul 2022
- Source filing
- View source filing
- Reporting owner signature
- CHAMATH PALIHAPITIYA, By: /s/ Chamath Palihapitiya
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Chamath Palihapitiya filed Form 4 for CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV) on 24 Nov 2021.
Change
- Previous filing in this sequence was filed on 02 Jun 2021.
- Current net transaction value: +$9,999,998.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CLOV
transaction
Class A Common Stock
Other
- Transaction value
- Shares
- -20,500,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 07 Jul 2021
- Ownership
- By SCH Sponsor III LLC
- Footnotes
- F1, F2
CLOV
transaction
Class A Common Stock
Options Exercise
- Transaction value
- Shares
- +2,245,980
- Change %
- +8.3%
- Price
- Shares after
- 29,158,480
- Date
- 16 Aug 2021
- Ownership
- By ChaChaCha SPAC C LLC
- Footnotes
- F3, F4, F5
CLOV
transaction
Class A Common Stock
Other
- Transaction value
- $0
- Shares
- -750,000
- Change %
- -2.6%
- Price
- $0.000000
- Shares after
- 28,408,480
- Date
- 20 Aug 2021
- Ownership
- By ChaChaCha SPAC C LLC
- Footnotes
- F5, F6
CLOV
transaction
Class A Common Stock
Purchase
- Transaction value
- $9,999,998
- Shares
- +1,739,130
- Change %
- Price
- $5.75
- Shares after
- 1,739,130
- Date
- 22 Nov 2021
- Ownership
- By SC Ventures Holdings, LLC
- Footnotes
- F7
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CLOV
transaction
Derivative
Warrants
Other
- Transaction value
- Shares
- -10,933,333
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 07 Jul 2021
- Ownership
- By SCH Sponsor III LLC
- Underlying class
- Class A Common Stock
- Underlying amount
- 10,933,333
- Exercise price
- $11.50
- Footnotes
- F1, F2, F8
CLOV
transaction
Derivative
Warrants
Options Exercise
- Transaction value
- Shares
- -9,020,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 16 Aug 2021
- Ownership
- By ChaChaCha SPAC C LLC
- Underlying class
- Class A Common Stock
- Underlying amount
- 2,245,980
- Exercise price
- Footnotes
- F1, F3, F5, F8, F9
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Chamath Palihapitiya is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 9 footnotes
Footnote F1
Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis.
Footnote F2
Reflects securities held by the Sponsor. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha SPAC C LLC ("ChaChaCha") may be deemed to beneficially own the Issuer securities held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Issuer securities held by the Sponsor, except to the extent of such person's pecuniary interest therein.
Footnote F3
These warrants were exercised in a "Make-Whole Exercise" prior to a redemption of such warrants by the Issuer. Pursuant to the terms of the warrants relating to a Make-Whole Exercise, the warrants held by ChaChaCha were exercised for 2,245,980 shares of Issuer common stock.
Footnote F4
Includes shares of Issuer common stock received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.
Footnote F5
Reflects securities held by ChaChaCha. On the basis of Mr. Palihapitiya's relationship with ChaChaCha, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by ChaChaCha. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by ChaChaCha, except to the extent of his pecuniary interest therein.
Footnote F6
Reflects a distribution of shares by ChaChaCha for no value.
Footnote F7
Reflects securities held by SC Ventures Holdings, LLC ("SC Ventures"). On the basis of Mr. Palihapitiya's relationship with SC Ventures, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by SC Ventures. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by SC Ventures, except to the extent of his pecuniary interest therein.
Footnote F8
These warrants were fully vested and exercisable.
Footnote F9
Prior to the exercise of the warrants reported herein, these warrants were received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.
SEC remarks
FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR