Sec Form 4 Filing - Thrive Partners VII Growth GP, LLC @ Oscar Health, Inc. - 2022-02-03

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

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1. Name and Address of Reporting Person Thrive Partners VII Growth 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) X __ 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) 02/03/2022 (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 7.25% Convertible Senior Notes $ 8.32 02/03/2022 A 34,583,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 4,155,911 $ 34,583,000 34,583,000 I By Thrive Capital Partners VII Growth, L.P.( 3 ) 7.25% Convertible Senior Notes $ 8.32 02/03/2022 A 417,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 50,111 $ 417,000 417,000 I By Claremount VII Associates, L.P.( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thrive Partners VII Growth GP, LLC C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X X Thrive Capital Partners VII Growth, L.P. C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X X Thrive Partners VII GP, LLC C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X X Claremount VII Associates, L.P. C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, SUITE 701 NEW YORK, NY10012 X X Signatures THRIVE PARTNERS VII GROWTH GP, LLC, By: /s/ Joshua Kushner, Managing Member 02/07/2022 Signature of Reporting Person Date THRIVE CAPITAL PARTNERS VII GROWTH, L.P., By: Thrive Partners VII Growth GP, LLC, By: /s/ Joshua Kushner, Managing Member 02/07/2022 Signature of Reporting Person Date THRIVE PARTNERS VII GP, LLC, By: /s/ Joshua Kushner, Managing Member 02/07/2022 Signature of Reporting Person Date CLAREMOUNT VII ASSOCIATES, L.P., By: Thrive Partners VII GP, LLC, By: /s/ Joshua Kushner, Managing Member 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 7.25% Convertible Senior Notes (the "Notes") are governed by an indenture (the "Indenture") between the Issuer and U.S. Bank National Association, as trustee (the "Trustee"). The Notes bear interest at a rate of 7.25% per annum, payable in cash, commencing on June 30, 2022. The Notes may be converted by the holder, subject to certain conditions, at an initial conversion price of approximately $8.32. Before August 31, 2031, holders of the Notes have the right to convert their Notes only upon the occurrence of certain events more fully described in the Indenture. From and after August 31, 2031, holders of the Notes may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the December 31, 2031 maturity date. Upon conversion, the Notes will be settled, at the Issuer's election, in shares of Class A Common Stock, cash, or a combination of cash and shares of Class A Common Stock, ( 2 )(Continued from Footnote 1) subject to certain exceptions, including the right of the holder to elect to settle the Notes by Physical Settlement (as defined in the Indenture) upon conversion pursuant to the terms of the Investment Agreement, dated January 27, 2022, between the Issuer and the purchasers of the Notes. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Holders of the Notes have the right to require the Issuer to repurchase all or some of their Notes for cash, subject to certain conditions. The Notes are also subject to redemption under certain circumstances and include customary provisions relating to the occurrence of "Events of Default" (as defined in the Indenture). The Notes have a stated maturity of December 31, 2031, subject to earlier conversion, redemption or repurchase in accordance with their terms. ( 3 )Securities held directly by Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth"). Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth") is the general partner of Thrive VII Growth. Joshua Kushner is the sole managing member of Thrive Partners VII Growth and, in his capacity as managing member, has voting and investment power over the securities held by Thrive VII Growth. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by Thrive VII Growth except to the extent of their pecuniary interest therein. ( 4 )Securities held directly by Claremount VII Associates, L.P. ("Claremount VII"). Thrive Partners VII GP, LLC ("Thrive Partners VII") is the general partner of Claremount VII. Joshua Kushner is the sole managing member of Thrive Partners VII and, in his capacity as managing member, has voting and investment power over the securities held by Claremount VII. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by Claremount VII except to the extent of their pecuniary interest therein.

Remarks: Joshua Kushner has been deputized to represent the reporting persons on the board of directors of the Issuer. By virtue of Mr. Kushner's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the reporting persons may be deemed directors by deputization of the Issuer. Mr. Kushner has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

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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