Sec Form 3 Filing - Priest Brady Patrick @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2022-07-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Priest Brady Patrick
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)
CEO of Home Care
(Last) (First) (Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., 3401 MALLORY LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2022
(Street)
FRANKLIN, TN37067
4. If Amendment, Date Original Filed (MM/DD/YY)
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
( 3 )
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
Stock Options (right to buy) $ 1.26 ( 1 ) 08/09/2026 Class B Common Stock( 2 ) 79,349( 1 ) D
Stock Options (right to buy) $ 1.67 09/12/2027 Class B Common Stock( 2 ) 362,252( 3 ) D
Stock Options (right to buy) $ 3.66 ( 4 ) 09/26/2022 Class B Common Stock( 2 ) 60,318( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Priest Brady Patrick
C/O CLOVER HEALTH INVESTMENTS, CORP.
3401 MALLORY LANE, SUITE 210
FRANKLIN, TN37067
CEO of Home Care
Signatures
/s/ Joseph R. Martin, as Attorney-in-Fact 07/19/2022
Signature of Reporting Person Date
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

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