Amended Statement of Beneficial Ownership (3/a)
April 27 2023 - 6:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
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Wai Conrad |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/22/2023
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3. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [CLOV]
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(Last)
(First)
(Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., 3401 MALLORY LANE, SUITE 210 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Technology Officer / |
(Street)
FRANKLIN, TN 37067
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 4/3/2023
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 2836074 (1)(2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 3, amends the original Form 3, filed on April 3, 2023, to correct the number of shares beneficially owned as of March 22, 2023. The reported number of securities beneficially owned includes, in part, 2,325,581 shares of the Issuer's Class A common stock underlying the remaining unvested portion, as of the date of this filing, of time-based restricted stock unit award (the "RSUs"), originally granted on March 14, 2022. Following a vesting event that occurred on March 14, 2023, the remaining portion of the RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after March 14, 2023, in each case subject to the continued service of the Reporting Person on such vesting date. |
(2) | The original Form 3 inadvertently included 272,701 shares that were automatically withheld by the Issuer to Cover the Reporting Person's tax obligations in connection with the March 14, 2023 vesting event, and therefore not held by the Reporting Person as of March 22, 2023. |
Remarks: Exhibit List 24.1 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wai Conrad C/O CLOVER HEALTH INVESTMENTS, CORP. 3401 MALLORY LANE, SUITE 210 FRANKLIN, TN 37067 |
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| Chief Technology Officer |
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Signatures
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/s/ Joseph R. Martin, Attorney-in-Fact for Conrad Wai | | 4/27/2023 |
**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 control number. |
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