Sec Form 4 Filing - Kushner Joshua @ Oscar Health, Inc. - 2021-09-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Kushner Joshua
2. Issuer Name and Ticker or Trading Symbol
Oscar Health, Inc. [ OSCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Founder and Vice Chairman
(Last) (First) (Middle)
75 VARICK STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2021
(Street)
NEW YORK, NY10013
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
Class A Common Stock 09/09/2021 P 180,891 ( 1 ) A $ 17.2318 ( 1 ) 3,024,780 ( 1 ) I See footnote ( 2 )
Class A Common Stock 09/09/2021 P 263,821 ( 3 ) A $ 17.6884 ( 3 ) 3,288,601 ( 3 ) I See footnote ( 2 )
Class A Common Stock 09/10/2021 P 250,000 ( 4 ) A $ 17.5026 ( 4 ) 3,538,601 ( 4 ) I See footnote ( 2 )
Class A Common Stock 09/13/2021 P 156,324 ( 5 ) A $ 16.8408 ( 5 ) 3,694,925 ( 5 ) I See footnote ( 2 )
Class A Common Stock 09/13/2021 P 221,228 ( 6 ) A $ 17.5151 ( 6 ) 3,916,153 ( 6 ) I See footnote ( 2 )
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 Der ivative 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
Kushner Joshua
75 VARICK STREET, 5TH FLOOR
NEW YORK, NY10013
X X Co-Founder and Vice Chairman
Signatures
/s/ Joshua Kushner 09/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1. Represents (i) 178,737 shares purchased by Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and (ii) 2,154 shares purchased by Claremount VII Associates, L.P. ("Claremount VII"). The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.54 to $17.535, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 2,988,770 shares are held directly by Thrive VII Growth and 36,010 shares are held directly by Claremount VII.
( 2 )Shares held directly by Thrive VII Growth and Claremount VII. Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth") is the general partner of Thrive VII and Thrive Partners VII GP, LLC ("Thrive Partners VII") is the general partner of Claremount VII. Joshua Kushner is the sole managing member of each of Thrive Partners VII Growth and Thrive Partners VII, and, in his capacity as managing member, has voting and investment power over the shares held by each of Thrive VII Growth and Claremount VII. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive VII Growth and Claremount VII except to the extent of their pecuniary interest therein.
( 3 )Represents (i) 260,681 shares purchased by Thrive VII Growth and (ii) 3,140 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.54 to $17.855, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,249,451 shares are held directly by Thrive VII Growth and 39,150 shares are held directly by Claremount VII.
( 4 )Represents (i) 247,024 shares purchased by Thrive VII Growth and (ii) 2,976 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.43 to $18.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,496,475 shares are held directly by Thrive VII Growth and 42,126 shares are held directly by Claremount VII.
( 5 )Represents (i) 154,462 shares purchased by Thrive VII Growth and (ii) 1,862 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.18 to $17.175, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,650,937 shares are held directly by Thrive VII Growth and 43,988 shares are held directly by Claremount VII.
( 6 )6. Represents (i) 218,595 shares purchased by Thrive VII Growth and (ii) 2,633 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.18 to $17.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 3,869,532 shares are held directly by Thrive VII Growth and 46,621 shares are held directly by Claremount VII.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.