Sec Form 3 Filing - Alphabet Inc. @ Oscar Health, Inc. - 2021-03-03

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
Alphabet Inc.
2. Issuer Name and Ticker or Trading Symbol
Oscar Health, Inc. [ OSCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2021
(Street)
MOUNTAIN VIEW, CA94043
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 21,344,748 I See footnote ( 1 )
Class A Common Stock 1,705,944 I See footnote ( 2 )
Class A Common Stock 255,092 I See footnote ( 3 )
Class A Common Stock 481,988 I See footnote ( 4 )
Class A Common Stock 255,092 I See footnote ( 5 )
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
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Alphabet Holdings LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG 2015 LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG 2015 GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
GV 2014, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
GV 2014 GP, L.L.C.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Verily Life Sciences LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Signatures
ALPHABET HOLDINGS LLC, By: /s/ Kathryn W. Hall, Name: Kathryn W. Hall, Title: Secretary 03/03/2021
Signature of Reporting Person Date
CAPITALG 2015 LP, By: CapitalG 2015 GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 03/03/2021
Signature of Reporting Person Date
CAPITALG 2015 GP LLC, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 03/03/2021
Signature of Reporting Person Date
CAPITALG LP, By: CapitalG GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 03/03/2021
Signature of Reporting Person Date
CAPITALG GP LLC, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 03/03/2021
Signature of Reporting Person Date
GV 2014, L.P., By: GV 2014 GP, L.L.C. its General Partner, By: Daphne M. Chang, Name: Daphne M. Chang, Title: Authorized Signatory 03/03/2021
Signature of Reporting Person Date
GV 2014 GP, L.L.C., By: /s/ Daphne M. Chang, Name: Daphne M. Chang, Title: Authorized Signatory 03/03/2021
Signature of Reporting Person Date
VERILY LIFE SCIENCES LLC, By: /s/ Duncan Welstead, Name: Duncan Welstead, Title: Finance Director 03/03/2021
Signature of Reporting Person Date
ALPHABET INC., By: /s/ Kathryn W. Hall, Name: Kathryn W. Hall, Title: Assistant Secretary 03/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned directly by Alphabet Holdings LLC. XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 2 )These shares are owned directly by CapitalG 2015 LP. CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of CapitalG 2015 GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 3 )These shares are owned directly by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of CapitalG GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 4 )These shares are owned directly by GV 2014, L.P. GV 2014 GP, L.L.C., the general partner of GV 2014, L.P., Alphabet Holdings LLC, the managing member of GV 2014 GP, L.L.C., XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of GV 2014 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 5 )These shares are owned directly by Verily Life Sciences LLC. OB Technology Holdings Inc., the managing member of Verily Life Sciences LLC, XXVI Holdings Inc., the managing member of OB Technology Holdings Inc., and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of OB Technology Holdings Inc., XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

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