0001628280-22-003422.txt : 20220222
0001628280-22-003422.hdr.sgml : 20220222
20220222215142
ACCESSION NUMBER: 0001628280-22-003422
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20220222
DATE AS OF CHANGE: 20220222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Turner Nathaniel S.
CENTRAL INDEX KEY: 0001838734
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39252
FILM NUMBER: 22660472
MAIL ADDRESS:
STREET 1: C/O CLOVER HEALTH INVESTMENTS, CORP.
STREET 2: 725 COOL SPRINGS BLVD., SUITE 320
CITY: FRANKLIN
STATE: TN
ZIP: 37067
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: 3401 MALLORY LANE, SUITE 210
CITY: FRANKLIN
STATE: TN
ZIP: 37067
BUSINESS PHONE: (201) 432-2133
MAIL ADDRESS:
STREET 1: 3401 MALLORY LANE, SUITE 210
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/A
1
wf-form4a_164558468587234.xml
FORM 4/A
X0306
4/A
2021-01-07
2021-01-11
0
0001801170
CLOVER HEALTH INVESTMENTS, CORP. /DE
CLOV
0001838734
Turner Nathaniel S.
C/O CLOVER HEALTH INVESTMENTS, CORP.
3401 MALLORY LANE, SUITE 210
FRANKLIN
TN
37067
1
0
0
0
Class B Common Stock
2021-01-07
4
A
0
1324728
A
Class A Common Stock
1324728.0
1324728
I
Held by Multiple Holdings, LLC
The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at the option of the holders of the Class B Common Stock at any time upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's Amended and Restated Certificate of Incorporation.
Received in connection with the Issuer's business combination (the "Business Combination") with Clover Health Investments, Corp. ("Legacy Clover") in accordance with the terms of the Agreement and Plan of Merger dated as of October 5, 2020, among the Issuer (f/k/a Social Capital Hedosophia Holdings Corp. III), Asclepius Merger Sub Inc., and Legacy Clover, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020, in exchange for 686,782 shares of common stock of Legacy Clover.
The Reporting Person is a partner in Multiple Holdings, LLC and may be deemed to share voting power and dispositive power over 1,324,728 shares held by Multiple Holdings, LLC. Excludes 1,241,226 shares held by Multiple Holdings LLC, as to which, in accordance with the terms of the operating agreement of that entity, Mr. Turner does not have voting or dispositive power over such shares, nor any pecuniary interest therein.
Amends and restates in its entirety the Form 4 filed on January 11, 2021 to amend the amounts provided in columns 5, 7 and 9 of Table II and footnotes 2 and 3. The prior filing had erroneously over-reported 1,241,226 shares as having been received in connection with the Issuer's business combination. Pursuant to the terms of the operating agreement of Multiple Holdings, LLC, Mr. Turner never had shared voting and dispositive power over such shares held by Multiple Holdings, LLC, nor any pecuniary interest therein, and therefore such shares were incorrectly reported as beneficially owned by him in the prior filing.
/s/ Jamie L. Reynoso, as Attorney-in-Fact
2022-02-22