SEC Filing | Clover Health

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Soares Karen

(Last)

(First)

(Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

3401 MALLORY LANE, SUITE 210

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2023

3. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel & Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	409,491	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽²⁾	12/12/2028	Class A Common Stock	20,680	1.94	D
Stock Options (right to buy)	⁽³⁾	06/04/2029	Class A Common Stock	20,680	1.94	D
Stock Options (right to buy)	⁽⁴⁾	04/28/2030	Class A Common Stock	42,290	2.36	D
Stock Options (right to buy)	⁽⁵⁾	04/28/2030	Class A Common Stock	40,432	2.36	D
Stock Options (right to buy)	⁽⁶⁾	06/29/2030	Class A Common Stock	31,021	3.66	D
Stock Options (right to buy)	⁽⁷⁾	09/26/2030	Class A Common Stock	144,765	6.64	D

Explanation of Responses:

1. The reported number of securities beneficially owned includes, in part, 317,038 shares of Class A common stock of Clover Health Investments, Corp. (the "Company") underlying the remaining unvested portion, as of October 31, 2023, of time-based restricted stock unit awards originally granted to the Reporting Person on June 15, 2021, February 14, 2022 and September 15, 2022.

2. Received in connection with a December 12, 2018 grant, covering 20,068 shares of the Company's Class A common stock. 100% of the shares subject to this grant are currently vested and exercisable.

3. Received in connection with a June 4, 2019 grant, covering 20,680 shares of the Company's Class A common stock. 19,646 of the shares subject to this grant are currently vested and exercisable. The remaining options vest in equal monthly installments, such that the grant will be fully vested on January 1, 2024, subject to the Reporting Person's continued service on each such date.

4. Received in connection with a April 28, 2020 grant, covering 42,290 shares of the Company's Class A common stock. 100% of the shares subject to this grant are currently vested and exercisable.

5. Received in connection with a April 28, 2020 grant, covering 40,432 shares of the Company's Class A common stock. 18,372 of the shares subject to this grant are currently vested and exercisable. The remaining options vest in equal monthly installments, such that the grant will be fully vested on February 24, 2025, subject to the Reporting Person's continued service on each such date.

6. Received in connection with a June 29, 2020 grant, covering 31,021 shares of the Company's Class A common stock. 20,680 of the shares subject to this grant are currently vested and exercisable. The remaining options vest in equal monthly installments, such that the grant will be fully vested on June 1, 2025, subject to the Reporting Person's continued service on each such date.

7. Received in connection with a September 26, 2020 grant, covering 144,765 shares of the Company's Class A common stock. 91,684 of the shares subject to this grant are currently vested and exercisable. The remaining options vest in equal monthly installments, such that the grant will be fully vested on August 10, 2025, subject to the Reporting Person's continued service on each such date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	11/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.