SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Priest Brady Patrick

(Last)

(First)

(Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

3401 MALLORY LANE, SUITE 210

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2022

3. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO of Home Care

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	08/09/2026	Class B Common Stock⁽²⁾	79,349⁽¹⁾	$1.26	D
Stock Options (right to buy)	⁽³⁾	09/12/2027	Class B Common Stock⁽²⁾	362,252⁽³⁾	$1.67	D
Stock Options (right to buy)	⁽⁴⁾	09/26/2022	Class B Common Stock⁽²⁾	60,318⁽⁴⁾	$3.66	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Joseph R. Martin, as Attorney-in-Fact	07/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.