0001938197-22-000005.txt : 20220719 0001938197-22-000005.hdr.sgml : 20220719 20220719165215 ACCESSION NUMBER: 0001938197-22-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220718 FILED AS OF DATE: 20220719 DATE AS OF CHANGE: 20220719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Priest Brady Patrick CENTRAL INDEX KEY: 0001938197 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39252 FILM NUMBER: 221092028 MAIL ADDRESS: STREET 1: C/O CLOVER HEALTH INVESTMENTS, CORP. 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 3 1 wf-form3_165826391780014.xml FORM 3 X0206 3 2022-07-18 0 0001801170 CLOVER HEALTH INVESTMENTS, CORP. /DE CLOV 0001938197 Priest Brady Patrick C/O CLOVER HEALTH INVESTMENTS, CORP. 3401 MALLORY LANE, SUITE 210 FRANKLIN TN 37067 0 1 0 0 CEO of Home Care Stock Options (right to buy) 1.26 2026-08-09 Class B Common Stock 79349.0 D Stock Options (right to buy) 1.67 2027-09-12 Class B Common Stock 362252.0 D Stock Options (right to buy) 3.66 2022-09-26 Class B Common Stock 60318.0 D Received in connection with an August 10, 2016, grant covering 229,349 shares of the Company's Class B common stock. 150,000 shares subject to this grant were exercised and sold prior to the date hereof, and the remaining 79,349 shares subject to the grant are currently vested and exercisable. 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 a September 13, 2017, grant covering 362,252 shares of the Company's Class B common stock. 100% of the shares subject to this grant are currently vested and exercisable. Received in connection with a June 29, 2020, grant covering 103,302 shares of the Company's Class B common stock. 43,085 shares subject to this grant were canceled prior to the date hereof, and the remaining 60,318 shares subject to the grant are currently vested and exercisable. Exhibit List: Exhibit 24-Power of Attorney /s/ Joseph R. Martin, as Attorney-in-Fact 2022-07-19 EX-24 2 ex-24.htm POWER OF ATTORNEY EXHIBIT 24 (BRADY P PRIEST)
POWER OF ATTORNEY

The undersigned as a Section 16 reporting person of Clover Health Investments, Corp. (the "Company"), hereby constitutes and appoints Joseph R. Martin, Jamie L. Reynoso and Christopher F. Nenno, and each of them, the undersigned's true and lawful attorney-in-fact to:

(1)execute, deliver and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of  the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amend mentor amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;

(3)seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned further acknowledges and agrees that the attorney-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing.  The attorney-in-fact and the Company are not responsible for any errors or omissions in such filings.  The attorney-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short-swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of July, 2022.

/s/ Brady P. Priest
___________________________

Name: Brady P. Priest