Sec Form 3/A Filing - Wai Conrad @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2023-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wai Conrad
2. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., 3401 MALLORY LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2023
(Street)
FRANKLIN, TN37067
4. If Amendment, Date Original Filed (MM/DD/YY)
04/03/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2,836,074 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wai Conrad
C/O CLOVER HEALTH INVESTMENTS, CORP.
3401 MALLORY LANE, SUITE 210
FRANKLIN, TN37067
Chief Technology Officer
Signatures
/s/ Joseph R. Martin, Attorney-in-Fact for Conrad Wai 04/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3, amends the original Form 3, filed on April 3, 2023, to correct the number of shares beneficially owned as of March 22, 2023. The reported number of securities beneficially owned includes, in part, 2,325,581 shares of the Issuer's Class A common stock underlying the remaining unvested portion, as of the date of this filing, of time-based restricted stock unit award (the "RSUs"), originally granted on March 14, 2022. Following a vesting event that occurred on March 14, 2023, the remaining portion of the RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after March 14, 2023, in each case subject to the continued service of the Reporting Person on such vesting date.
( 2 )The original Form 3 inadvertently included 272,701 shares that were automatically withheld by the Issuer to Cover the Reporting Person's tax obligations in connection with the March 14, 2023 vesting event, and therefore not held by the Reporting Person as of March 22, 2023.

Remarks:
Exhibit List 24.1 - Power of Attorney

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