Filing Details

Accession Number:
0001341004-22-000247
Form Type:
13D Filing
Publication Date:
2022-10-03 20:00:00
Filed By:
Chachacha Spac C, Llc
Company:
Clover Health Investments Corp.
Filing Date:
2022-10-04
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ChaChaCha SPAC C 19,132,693 0 19,132,693 0 19,132,693
Chamath Palihapitiya 19,132,693 0 19,132,693 0 19,132,693
Filing

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
CLOVER HEALTH INVESTMENTS, CORP.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
18914F111
(CUSIP Number)
 
Chamath Palihapitiya
506 Santa Cruz Avenue, Suite 300
Menlo Park, California 94025
(650) 521-9007
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
with copies to:
 
Gregg A. Noel
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001-8602
(212) 735-3000
 
September 29, 2022
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.  
 

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 18914F111
 
Page 2 of 5 pages

1
 
Name of Reporting Person
 
ChaChaCha SPAC C LLC
2.
 
Check the Appropriate Box if a Member of a Group
(a)☐ (b)
 
3.
 
SEC Use Only
 
4.
 
Source of Funds
 
WC, BK
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
 
Citizenship or Place of Organization
 
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
7.
 
Sole Voting Power
 
19,132,693
 
8.
 
Shared Voting Power
 
0
 
9.
 
Sole Dispositive Power
 
19,132,693
 
10.
 
Shared Dispositive Power
 
0
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
19,132,693
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.
 
Percent of ClassRepresented by Amount in Row (11)
 
4.99%
14.
 
Type of Reporting Person
 
OO


CUSIP No. 18914F111
 
Page 3 of 5 pages

1
 
Name of Reporting Person
 
Chamath Palihapitiya
2.
 
Check the Appropriate Box if a Member of a Group
(a)☐ (b)
 
3.
 
SEC Use Only
 
4.
 
Source of Funds
 
WC, BK
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
 
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
7.
 
Sole Voting Power
 
19,132,693
 
8.
 
Shared Voting Power
 
0
 
9.
 
Sole Dispositive Power
 
19,132,693
 
10.
 
Shared Dispositive Power
 
0
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
19,132,693
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.
 
Percent of ClassRepresented by Amount in Row (11)
 
4.99%
14.
 
Type of Reporting Person
 
IN


EXPLANATORY NOTE

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on January 15, 2021, as amended to date (the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Clover Health Investments, Corp., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 3401 Mallory Lane, Suite 210, Franklin, Tennessee 37067.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 383,247,718 shares of Class A Common Stock outstanding on August 2, 2022, as reported in the Issuer’s proxy statement filed with the Securities and Exchange Commission on August 12, 2022:

Reporting Person(1)
 
Amount beneficially owned
 
Percent of class
 
Sole power to vote or to direct the vote
 
Shared power to vote or to direct the vote
 
Sole power to dispose or to direct the disposition
 
Shared power to dispose or to direct the disposition
ChaChaCha SPAC C LLC
 
19,132,693
 
4.99%
 
19,132,693
 
0
 
19,132,693
 
0
Chamath Palihapitiya(1)
 
19,132,693
 
4.99%
 
19,132,693
 
0
 
19,132,693
 
0

(1) Mr. Palihapitiya may be deemed to beneficially own the Issuer securities held by ChaChaCha.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following:

Except as set forth below, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past sixty days.

On September 27, 2022, an affiliate of Mr. Palihapitiya sold 284,891 shares of Class A Common Stock, underlying the Class B Common Stock previously reported, in the open market at a weighted average price of $2.0242 per share.

On September 28, 2022, an affiliate of Mr. Palihapitiya sold 1,739,130 shares of Class A Common Stock in the open market at a weighted average price of $1.92 per share.

On September 28, 2022, ChaChaCha sold 1,750,000 shares of Class A Common Stock in the open market at a weighted average price of $2.0208 per share.

On September 29, 2022, ChaChaCha sold 1,447,834 shares of Class A Common Stock in the open market at a weighted average price of $1.8699 per share.

On September 30, 2022, ChaChaCha sold 1,957,224 shares of Class A Common Stock in the open market at a weighted average price of $1.7335 per share.

On October 3, 2022, ChaChaCha sold 867,078 shares of Class A Common Stock in the open market at a weighted average price of $1.7196 per share.

On October 3, 2022, ChaChaCha sold 3,253,651 shares of Class A Common Stock in a block trade at a price of $1.55 per share.

The sales disclosed herein were made primarily to allow the recognition of related tax losses.

Item 5(e) of the Schedule 13D is hereby amended and supplemented by the following:

As of October 3, 2022, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 3, 2022

 
ChaChaCha SPAC C LLC
   
 
By:
/s/ Chamath Palihapitiya
 
Name:
Chamath Palihapitiya
 
Title:
Manager
     
     
 
Chamath Palihapitiya
   
 
/s/ Chamath Palihapitiya