0000899243-21-001391.txt : 20210111
0000899243-21-001391.hdr.sgml : 20210111
20210111183846
ACCESSION NUMBER: 0000899243-21-001391
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palihapitiya Chamath
CENTRAL INDEX KEY: 0001715450
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 21521946
MAIL ADDRESS:
STREET 1: C/O SOCIAL CAPITAL
STREET 2: 317 UNIVERSITY AVE, SUITE 200
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCH Sponsor III LLC
CENTRAL INDEX KEY: 0001806247
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 21521947
BUSINESS ADDRESS:
STREET 1: 120 HAWTHORNE AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: (650) 521-9007
MAIL ADDRESS:
STREET 1: 120 HAWTHORNE AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94301
FORMER NAME:
FORMER CONFORMED NAME: SCH Sponsor Corp. III
DATE OF NAME CHANGE: 20200311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ChaChaCha SPAC C, LLC
CENTRAL INDEX KEY: 0001806665
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 21521948
BUSINESS ADDRESS:
STREET 1: 120 HAWTHORNE AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: (650) 521-9007
MAIL ADDRESS:
STREET 1: 120 HAWTHORNE AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CLOVER HEALTH INVESTMENTS, CORP. /DE
CENTRAL INDEX KEY: 0001801170
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 981515192
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 725 COOL SPRINGS BLVD., SUITE 320
CITY: FRANKLIN
STATE: TN
ZIP: 37067
BUSINESS PHONE: (201) 432-2133
MAIL ADDRESS:
STREET 1: 725 COOL SPRINGS BLVD., SUITE 320
CITY: FRANKLIN
STATE: TN
ZIP: 37067
FORMER COMPANY:
FORMER CONFORMED NAME: CLOVER HEALTH INVESTMENTS, CORP.
DATE OF NAME CHANGE: 20210107
FORMER COMPANY:
FORMER CONFORMED NAME: Social Capital Hedosophia Holdings Corp. III
DATE OF NAME CHANGE: 20200124
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-07
0
0001801170
CLOVER HEALTH INVESTMENTS, CORP. /DE
CLOV
0001715450
Palihapitiya Chamath
C/O 317 UNIVERSITY AVE, SUITE 200
PALO ALTO
CA
94301
0
0
1
1
See Remarks
0001806247
SCH Sponsor III LLC
C/O 317 UNIVERSITY AVE, SUITE 200
PALO ALTO
CA
94301
0
0
1
0
0001806665
ChaChaCha SPAC C, LLC
C/O 317 UNIVERSITY AVE, SUITE 200
PALO ALTO
CA
94301
0
0
1
0
Class A Common Stock
2021-01-07
4
A
0
10000000
10.00
A
10000000
I
By ChaChaCha SPAC C LLC
Class A Common Stock
2021-01-07
4
M
0
20500000
A
30500000
I
By
SCH Sponsor III LLC
Class B ordinary share
2021-01-07
4
M
0
20500000
0.00
D
Class A Common Stock
20500000
0
I
By SCH Sponsor III LLC
Class B Common Stock
2021-01-07
4
A
0
284891
0.00
D
Class A Common Stock
284891
0
I
By The Social+Capital Partnership III, L.P.
On the basis of the reporting person's relationship with ChaChaCha SPAC C LLC ("ChaChaCha"), the reporting person may be deemed a beneficial owner of the shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Shares"), held by ChaChaCha. The reporting person disclaims beneficial ownership of the Class A Shares held by ChaChaCha, except to the extent of his pecuniary interest therein.
On January 7, 2021, the Social Capital Hedosophia Holdings Corp. III ("SCH" and the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Clover Health Investments, Corp. In connection with the consummation of the Business Combination, each share of Class B ordinary share, par value $0.0001 per share, of SCH automatically converted into one Class A Share.
A majority of the voting interests of SCH Sponsor III LLC ("Sponsor") are held by ChaChaCha. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha may be deemed to beneficially own the Class A Shares 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 Class A Shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.
Pursuant to the consummation of the Business Combination, each share of common stock, par value $0.0001 per share, of Clover Health Investments, Corp. was converted into the right to receive a certain amount of shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Shares"), in accordance with the Agreement and Plan of Merger, dated as of October 5, 2020, by and among SCH, Clover Health Investments, Corp. and Asclepius Merger Sub Inc., as amended on December 8, 2020.
On the basis of the reporting person's relationship with The Social + Capital Partnership III, L.P., the reporting person may be deemed a beneficial owner of the shares of the Issuer's Class B Shares held by The Social + Capital Partnership III, L.P., for itself and as nominee for The Social + Capital Partnership Principals Fund III, L.P. The reporting person disclaims beneficial ownership of the Class B Shares held by The Social + Capital Partnership III, L.P., except to the extent of his pecuniary interest therein.
FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR
/s/ Chamath Palihapitiya
2021-01-11
SCH SPONSOR III LLC, /s/ Chamath Palihapitiya, as Chief Executive Officer
2021-01-11
CHACHACHA SPAC C LLC, /s/ Chamath Palihapitiya, as Sole Member
2021-01-11