Form 4 for CLOV CLOVER HEALTH INVESTMENTS, CORP. /DE
Accepted 2023-04-28 00:00:00 ET · period of report 2023-01-07 · accession 0000895345-23-000261 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-04-28 | 2023-01-07 | CLOV | Garipalli Vivek | Executive COB, Dir, 10% | F - Tax | $1.01 | -1.57M | 0 | -100% | -$1.59M |
| D | 2023-04-28 | 2023-01-07 | CLOV | Garipalli Vivek | Executive COB, Dir, 10% | M - OptEx | — | +1.57M | 1.57M | New | — |
| DM | 2023-04-28 | 2023-01-07 | CLOV | Garipalli Vivek | Executive COB, Dir, 10% | M - OptEx | — | -1.57M | 10.03M | -14% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-01-07 | F | D | 1,569,594 | $1.01 | 0 | D | — | — | (F1) The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. (F2) On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. |
| 2 | Common | Class A Common Stock | 2023-01-07 | M | A | 1,569,594 | — | 1,569,594 | D | — | — | (F1) The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. (F2) On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. |
| 3 | Derivative | Class B Common Stock | 2023-01-07 | M | D | 1,569,594 | — | 3,450,977 | D | — · — to — | 1,569,594 Class A Common Stock | (F1) The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. (F2) On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. |
| 4 | Derivative | Class B Common Stock | 2023-01-07 | M | A | 3,342,698 | — | 5,020,571 | D | — · — to — | 3,342,698 Class A Common Stock | (F1) The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. (F2) On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. |
| 5 | Derivative | Restricted Stock Unit | 2023-01-07 | M | D | 3,342,698 | — | 10,028,095 | D | — · — to — | 3,342,698 Class B Common Stock | (F1) The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. (F3) Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. The RSU award vests in equal installments on the first five anniversaries of January 7, 2021. |