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