InsiderTrades

Form 4 for CLOV CLOVER HEALTH INVESTMENTS, CORP. /DE

Accepted 2021-11-24 00:00:00 ET · period of report 2021-07-07 · accession 0001209191-21-066848 · 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
DMI 2021-11-24 2021-07-07+ CLOV SCH Sponsor III LLC 10%, Former Dir J - Other $0.00 -21.25M 28.41M -43% $0
DI 2021-11-24 2021-11-22 CLOV SCH Sponsor III LLC 10%, Former Dir P - Purchase $5.75 +1.74M 1.74M New +$10.00M
DI 2021-11-24 2021-08-16 CLOV SCH Sponsor III LLC 10%, Former Dir M - OptEx — +2.25M 29.16M +8% —
DI 2021-11-24 2021-08-16 CLOV SCH Sponsor III LLC 10%, Former Dir M - OptEx — -9.02M 0 -100% —
DI 2021-11-24 2021-07-07 CLOV SCH Sponsor III LLC 10%, Former Dir J - Other — -10.93M 0 -100% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2021-07-07 J D 20,500,000 — 0 I By SCH Sponsor III LLC — — (F1) Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. (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.
2 Common Class A Common Stock 2021-11-22 P A 1,739,130 $5.75 1,739,130 I By SC Ventures Holdings, LLC — — (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.
3 Common Class A Common Stock 2021-08-20 J D 750,000 $0.00 28,408,480 I By ChaChaCha SPAC C LLC — — (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.
4 Common Class A Common Stock 2021-08-16 M A 2,245,980 — 29,158,480 I By ChaChaCha SPAC C LLC — — (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. (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. (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.
5 Derivative Warrants 2021-08-16 M D 9,020,000 — 0 I By ChaChaCha SPAC C LLC — · — to 2026-01-07 2,245,980 Class A Common Stock (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. (F1) Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. (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. (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. (F8) These warrants were fully vested and exercisable.
6 Derivative Warrants 2021-07-07 J D 10,933,333 — 0 I By SCH Sponsor III LLC $11.50 · — to 2026-01-07 10,933,333 Class A Common Stock (F1) Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. (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. (F8) These warrants were fully vested and exercisable.