Sec Form 4 Filing - Reynoso Jamie L. @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2022-01-07

Insider filing report for Changes in Beneficial Ownership
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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
Reynoso Jamie L.
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 Medicare Advantage
(Last) (First) (Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., 3401 LORY LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2022
(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
Class A Common Stock 01/07/2022 F 15,830 ( 1 ) D $ 3.16 1,437,766 ( 2 ) D
Class A Common Stock 01/07/2023 F 16,369 ( 1 ) D $ 1.01 1,421,397 D
Class A Common Stock 01/31/2023 F 1,281 ( 3 ) D $ 1.33 1,420,116 D
Class A Common Stock 03/14/2023 F 31,455 ( 4 ) D $ 0.93 1,388,661 D
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
Reynoso Jamie L.
C/O CLOVER HEALTH INVESTMENTS, CORP.
3401 LORY LANE, SUITE 210
FRANKLIN, TN37067
CEO of Medicare Advantage
Signatures
/s/ Joseph R. Martin as attorney-in-fact for Jamie L. Reynoso 04/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Class A Common Stock that were automatically withheld by the Issuer to cover the Reporting Person's tax obligations upon the vesting of 25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on July 16, 2021, on each of January 7, 2022 and January 7, 2023. The original grant was timely reported on a Form 4 filed on July 20, 2021.
( 2 )The number of shares of the Issuer's Class A Common Stock reported as beneficially owned includes an adjustment from the most recent Form 4 filing to reflect 1,281 shares of the Issuer's Class A Common Stock withheld by the Issuer to cover the Reporting Person's tax obligations in connection with a prior vesting event that was reported on a Form 4/A filed on the same date as this Form 4 report.
( 3 )Represents shares of the Issuer's Class A Common Stock that were automatically withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting of 1/3rd, of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on January 31, 2022 upon the achievement of certain performance criteria. The original grant was timely reported on a Form 4 filed on July 20, 2021.
( 4 )Represents shares of the Issuer's Class A Common Stock that were automatically withheld by the Issuer to cover the Reporting Person's tax obligations upon the vesting, on March 14, 2023, of 25% of the original number of RSUs granted to the Reporting Person on March 14, 2022. The remaining RSUs vest in twelve equal quarterly installments beginning on the date that is three months after March 14, 2023, in each case subject to the continued service of the Reporting Person on each such vesting date. The original grant of RSUs was timely reported on a Form 4 filed on Mach 16, 2022.

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).
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