0000899243-21-009671.txt : 20210303 0000899243-21-009671.hdr.sgml : 20210303 20210303212839 ACCESSION NUMBER: 0000899243-21-009671 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210303 FILED AS OF DATE: 20210303 DATE AS OF CHANGE: 20210303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thrive Partners V GP, LLC CENTRAL INDEX KEY: 0001848079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40154 FILM NUMBER: 21712310 BUSINESS ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 646-680-0240 MAIL ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thrive Partners VI GP, LLC CENTRAL INDEX KEY: 0001848078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40154 FILM NUMBER: 21712309 BUSINESS ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 646-680-0240 MAIL ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thrive Partners II GP, LLC CENTRAL INDEX KEY: 0001848082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40154 FILM NUMBER: 21712312 BUSINESS ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 646-680-0240 MAIL ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thrive Partners III GP, LLC CENTRAL INDEX KEY: 0001848080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40154 FILM NUMBER: 21712311 BUSINESS ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 646-680-0240 MAIL ADDRESS: STREET 1: C/O THRIVE CAPITAL MANAGEMENT, LLC STREET 2: 295 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oscar Health, Inc. CENTRAL INDEX KEY: 0001568651 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 VARICK STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: (646) 403-3677 MAIL ADDRESS: STREET 1: 75 VARICK STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: Mulberry Health Inc. DATE OF NAME CHANGE: 20130204 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-03-03 0 0001568651 Oscar Health, Inc. OSCR 0001848082 Thrive Partners II GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK NY 10012 0 0 1 0 0001848080 Thrive Partners III GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK NY 10012 0 0 1 0 0001848079 Thrive Partners V GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK NY 10012 0 0 1 0 0001848078 Thrive Partners VI GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK NY 10012 0 0 1 0 Class B Common Stock Class A Common Stock 32859064 I See footnotes The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. Represents: (i) 6,103,319 shares of Class B common stock held by Thrive Capital Partners II, L.P. ("Thrive II"); (ii) 22,391,068 shares of Class B common stock held by Thrive Capital Partners III, L.P. ("Thrive III"); (iii) 1,040,704 shares of Class B common stock held by Thrive Capital Partners V, L.P. ("Thrive V"); (iv) 2,498,513 shares of Class B common stock held by Thrive Capital Partners VI Growth, L.P, ("Thrive VI Growth"); (v) 757,239 shares of Class B common stock held by Claremount TW, L.P., ("Claremount TW"); (vi) 19,239 shares of Class B common stock held by Claremount V Associates, L.P., ("Claremount V"); and (vii) 48,982 shares of Class B common stock held by Claremount VI Associates, L.P., ("Claremount VI", and collectively, the "Thrive Capital Funds"). (Continued from footnote 2) Thrive Partners II GP, LLC is the general partner of Thrive II; Thrive Partners III GP, LLC is the general partner of each of Claremount TW and Thrive III; Thrive Partners V GP, LLC is the general partner of each of Claremount V and Thrive V; and Thrive Partners VI GP, LLC is the general partner of each of Claremount VI and Thrive VI Growth (collectively, the "Thrive General Partners"). Joshua Kushner is the sole managing member of each of the Thrive General Partners, and, in his capacity as managing member, has voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive Capital Funds except to the extent of their pecuniary interest therein. Form 2 of 2: This Form 3 is the second of two Form 3s being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by designated filer Thrive Partners II GP, LLC. Thrive Partners II GP, LLC, By: /s/ Joshua Kushner, Managing Member 2021-03-03 Thrive Partners III GP, LLC, By: /s/ Joshua Kushner, Managing Member 2021-03-03 Thrive Partners V GP, LLC, By: /s/ Joshua Kushner, Managing Member 2021-03-03 Thrive Partners VI GP, LLC, By: /s/ Joshua Kushner, Managing Member 2021-03-03