SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 07/06/2021 J(1) 21,463,951(1) (1) (1) Class A Common Stock 21,463,951 (1) 74,867,387 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. This transaction represents a pro-rata in-kind distribution by certain funds and accounts to which Greenoaks Capital Partners LLC ("Greenoaks Capital") serves as the investment adviser. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events, including upon a transfer, other than certain permitted transfers, as set forth in the Issuer's certificate of incorporation, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 12, 2021. Accordingly, such shares automatically converted in connection with the receipt of such distribution by the distributees. Subject to such automatic conversion provisions, the shares of Class B Common Stock have no expiration date. 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.
2. The securities reported herein are held by certain funds and accounts to which Greenoaks Capital serves as the investment adviser and related persons or entities. Neil Mehta and Benjamin Peretz serve as Managing Directors of Greenoaks Capital.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported herein 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 07/08/2021
/s/ Neil Mehta 07/08/2021
/s/ Benjamin Peretz 07/08/2021
** 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 4 (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.
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