Sec Form 3 Filing - Thrive Partners II GP, LLC @ Oscar Health, Inc. - 2021-03-03

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 Thrive Partners II GP, LLC 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) C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, SUITE 701 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2021 (Street) NEW YORK, NY10012 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 32,859,064 I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thrive Partners II GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X Thrive Partners III GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X Thrive Partners V GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X Thrive Partners VI GP, LLC C/O THRIVE CAPITAL 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X Signatures Thrive Partners II GP, LLC, By: /s/ Joshua Kushner, Managing Member 03/03/2021 Signature of Reporting Person Date Thrive Partners III GP, LLC, By: /s/ Joshua Kushner, Managing Member 03/03/2021 Signature of Reporting Person Date Thrive Partners V GP, LLC, By: /s/ Joshua Kushner, Managing Member 03/03/2021 Signature of Reporting Person Date Thrive Partners VI GP, LLC, By: /s/ Joshua Kushner, Managing Member 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. ( 2 )Represents: (i) 6,103,319 shares of Class B common stock held by Thrive Capital Partners II, L.P. ("Thrive II"); (ii) 22,391,068 shares of Class B common stock held by Thrive Capital Partners III, L.P. ("Thrive III"); (iii) 1,040,704 shares of Class B common stock held by Thrive Capital Partners V, L.P. ("Thrive V"); (iv) 2,498,513 shares of Class B common stock held by Thrive Capital Partners VI Growth, L.P, ("Thrive VI Growth"); (v) 757,239 shares of Class B common stock held by Claremount TW, L.P., ("Claremount TW"); (vi) 19,239 shares of Class B common stock held by Claremount V Associates, L.P., ("Claremount V"); and (vii) 48,982 shares of Class B common stock held by Claremount VI Associates, L.P., ("Claremount VI", and collectively, the "Thrive Capital Funds"). ( 3 )(Continued from footnote 2) Thrive Partners II GP, LLC is the general partner of Thrive II; Thrive Partners III GP, LLC is the general partner of each of Claremount TW and Thrive III; Thrive Partners V GP, LLC is the general partner of each of Claremount V and Thrive V; and Thrive Partners VI GP, LLC is the general partner of each of Claremount VI and Thrive VI Growth (collectively, the "Thrive General Partners"). Joshua Kushner is the sole managing member of each of the Thrive General Partners, and, in his capacity as managing member, has voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive Capital Funds except to the extent of their pecuniary interest therein.

Remarks: Form 2 of 2: This Form 3 is the second of two Form 3s being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by designated filer Thrive Partners II GP, LLC.

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 4(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).

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