Form 4 for CLOV CLOVER HEALTH INVESTMENTS, CORP. /DE
Accepted 2025-01-10 00:00:00 ET · period of report 2025-01-07 · accession 0001801170-25-000027 · 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 | 2025-01-10 | 2025-01-07 | CLOV | Garipalli Vivek | Dir, 10% | M - OptEx | $0.00 | +1.67M | 3.08M | +119% | $0 |
| D | 2025-01-10 | 2025-01-07 | CLOV | Garipalli Vivek | Dir, 10% | F - Tax | $3.60 | -1.67M | 1.41M | -54% | -$6.02M |
| DM | 2025-01-10 | 2025-01-07 | CLOV | Garipalli Vivek | Dir, 10% | M - OptEx | — | -1.67M | 3.34M | -33% | — |
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 | 2025-01-07 | M | A | 1,670,965 | $0.00 | 3,080,232 | 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, 2025, 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 1,671,733 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,670,695 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 | 2025-01-07 | F | D | 1,670,965 | $3.60 | 1,409,267 | 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, 2025, 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 1,671,733 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,670,695 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 | 2025-01-07 | M | D | 1,670,965 | — | 6,904,343 | D | — · — to — | 1,670,965 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, 2025, 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 1,671,733 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,670,695 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 | 2025-01-07 | M | A | 3,342,698 | — | 8,575,308 | 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, 2025, 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 1,671,733 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,670,695 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 | 2025-01-07 | M | D | 3,342,698 | — | 3,342,699 | 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. |