Sec Form 4 Filing - Toy Andrew @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2021-01-07

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 Toy Andrew 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CTO (Last) (First) (Middle) C/O CLOVER HEALTH INVESTMENTS, CORP., 725 COOL SPRINGS BLVD., SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (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

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 Stock Options (right to buy) $ 1.67 01/07/2021 A 631,033 ( 1 ) 07/21/2028 Class B Common Stock ( 2 ) 631,033 ( 3 ) 631,033 D Stock Options (right to buy) $ 1.67 01/07/2021 A 3,155, 168 ( 4 ) 07/21/2028 Class B Common Stock ( 2 ) 3,155,168 ( 5 ) 3,155,168 D Stock Options (right to buy) $ 2.23 01/07/2021 A 5,334,515 ( 6 ) 02/03/2030 Class B Common Stock ( 2 ) 5,334,515 ( 7 ) 5,334,515 D Stock Options (right to buy) $ 5.45 01/07/2021 A 3,669,607 ( 1 ) 02/03/2030 Class B Common Stock ( 2 ) 3,669,607 ( 8 ) 3,669,607 D Performance-based Restricted Stock Units ( 9 ) 01/07/2021 A 3,582,291 ( 9 ) ( 9 ) Class B Common Stock ( 2 ) 3,582,291 ( 10 ) 3,582,291 D Performance-based Restricted Stock Units ( 9 ) 01/07/2021 A 11,142,328 ( 9 ) ( 9 ) Class B Common Stock ( 2 ) 11,142,328 $ 0 11,142,328 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Toy Andrew C/O CLOVER HEALTH INVESTMENTS, CORP. 725 COOL SPRINGS BLVD., SUITE 320 FRANKLIN, TN37067 X President and CTO Signatures /s/ Gia Lee, as Attorney-in-Fact 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option is fully vested and immediately exercisable. ( 2 )The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at the option of the holders of the Class B Common Stock at any time upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's Amended and Restated Certificate of Incorporation. ( 3 )Received in connection with the Issuer's business combination (the "Business Combination") with Clover Health Investments, Corp. ("Legacy Clover") in accordance with the terms of the Agreement and Plan of Merger dated as of October 5, 2020, among the Issuer (f/k/a Social Capital Hedosophia Holdings Corp. III), Asclepius Merger Sub Inc., and Legacy Clover, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020, in exchange for options to acquire 305,131 shares of common stock of Legacy Clover for $3.45 per share. ( 4 )100% of the stock option is immediately exercisable. The stock option vests as to 1/5th of the total number of shares on February 5, 2019 and 1/60th of the total number of shares in equal monthly installments thereafter, subject to the continuous service of the Reporting Person on each vesting date. ( 5 )Received in connection with the Business Combination in exchange for options to acquire 1,525,655 shares of common stock of Legacy Clover for $3.45 per share. ( 6 )The option vested as to 1/60th of the total number of shares on July 1, 2019, and thereafter vested and shall continue to vest as to 1/60th of the total number of shares in equal monthly installments. ( 7 )Received in connection with the Business Combination in exchange for options to acquire 2,579,460 shares of common stock of Legacy Clover for $4.61 per share. ( 8 )Received in connection with the Business Combination in exchange for options to acquire 1,774,408 shares of common stock of Legacy Clover for $11.27 per share. ( 9 )Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock. The PRSUs generally vest in five equal installments on January 7 of each of 2022, 2023, 2024, 2025 and 2026 respectively, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and are subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche will be satisfied if the Issuer's Class A Common Stock achieves a specified per share market price for such tranche for at least 90 consecutive calendar days. If the applicable performance goals have not been achieved by January 7, 2026, all unvested PRSUs will be forfeited. ( 10 )Received in connection with the Business Combination in exchange for restricted stock units that will have settled for 1,732,187 shares of common stock of Legacy Clover.

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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