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*
GREENOAKS CAPITAL PARTNERS LLC

(Last) (First) (Middle)
535 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2021
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 X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 96,331,338 (1) I See footnote(2)
1. Name and Address of Reporting Person*
GREENOAKS CAPITAL PARTNERS LLC

(Last) (First) (Middle)
535 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MEHTA NEIL

(Last) (First) (Middle)
535 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERETZ BENJAMIN

(Last) (First) (Middle)
535 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events set forth in the Issuer's certificate of incorporation which are described in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on December 14, 2020. Subject to such automatic conversion, the shares of Class B Common Stock have no expiration date.
2. The securities reported herein are held by certain funds and accounts to which Greenoaks Capital Partners LLC ("Greenoaks Capital") serves as the investment adviser. Neil Mehta and Benjamin Peretz serve as Managing Directors of Greenoaks Capital.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Greenoaks Capital Partners LLC, By: /s/ Neil Mehta, Managing Director 01/19/2021
/s/ Neil Mehta 01/19/2021
/s/ Benjamin Peretz 01/19/2021
** 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).
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