Palihapitiya Chamath's Form 4 filing
Clover Health Investments, Corp. (CLOV) · filed Nov 24, 2021
- Accession no.
- 0001209191-21-066848
- Filed
- Nov 24, 2021, 6:22 PM ET
- Trade date
- Jul 7-Nov 22, 2021
- Filing delay
- 140 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market purchases total $10.0M. It was filed 140 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Palihapitiya ChamathCIK 0001715450 | 10% Owner, Other: See Remarks |
| SCH Sponsor III LLCCIK 0001806247 | 10% Owner, Other: Former Director |
| ChaChaCha SPAC C, LLCCIK 0001806665 | 10% Owner, Other: Former Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 7, 2021 | Class A Common Stock | JOtherDisposed | −20,500,000 | –F1 | – | 0 | Indirect | |
| Aug 16, 2021 | Class A Common Stock | MOption exerciseAcquired | +2,245,980 | –F3 | – | 29,158,480 | Indirect | |
| Aug 20, 2021 | Class A Common Stock | JOtherDisposed | −750,000 | $0.00 | $0 | 28,408,480 | Indirect | |
| Nov 22, 2021 | Class A Common Stock | PPurchaseAcquired | +1,739,130 | $5.75 | +$9,999,997.5 | 1,739,130 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F3
These warrants were exercised in a "Make-Whole Exercise" prior to a redemption of such warrants by the Issuer. Pursuant to the terms of the warrants relating to a Make-Whole Exercise, the warrants held by ChaChaCha were exercised for 2,245,980 shares of Issuer common stock.
Referenced by the price of 1 transaction in Table I.
Remarks
FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR