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Filing Details

Accession Number:: 0001209191-21-066848
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-24 18:22:50
Reporting Period:: 2021-07-07

Accepted Time:: 2021-11-24 18:22:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1801170	Clover Health Investments Corp.	CLOV	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1715450	Chamath Palihapitiya	C/O 317 University Ave, Suite 200 Palo Alto CA 94301	No	No	Yes	Yes
1806247	Sch Sponsor Iii Llc	C/O 317 University Ave, Suite 200 Palo Alto CA 94301	No	No	Yes	Yes
1806665	Chachacha Spac C, Llc	C/O 317 University Ave, Suite 200 Palo Alto CA 94301	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2021-07-07	20,500,000	$0.00	0	No	4	J	Indirect	By SCH Sponsor III LLC
Class A Common Stock	Acquisiton	2021-08-16	2,245,980	$0.00	29,158,480	No	4	M	Indirect	By ChaChaCha SPAC C LLC
Class A Common Stock	Disposition	2021-08-20	750,000	$0.00	28,408,480	No	4	J	Indirect	By ChaChaCha SPAC C LLC
Class A Common Stock	Acquisiton	2021-11-22	1,739,130	$5.75	1,739,130	No	4	P	Indirect	By SC Ventures Holdings, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By SCH Sponsor III LLC
No	4	M	Indirect	By ChaChaCha SPAC C LLC
No	4	J	Indirect	By ChaChaCha SPAC C LLC
No	4	P	Indirect	By SC Ventures Holdings, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrants	Disposition	2021-07-07	10,933,333	$0.00	10,933,333	$11.50
Class A Common Stock	Warrants	Disposition	2021-08-16	9,020,000	$0.00	2,245,980	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2026-01-07	No	4	J	Indirect
0		2026-01-07	No	4	M	Indirect

Footnotes

Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis.
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.
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.
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.
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.
Reflects a distribution of shares by ChaChaCha for no value.
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.
These warrants were fully vested and exercisable.
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.