Sec Form 4 Filing - Palihapitiya Chamath @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2021-07-07

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 Palihapitiya Chamath 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 X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O 317 UNIVERSITY AVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2021 (Street) PALO ALTO, CA94301 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 Class A Common Stock 07/07/2021 J( 1 ) 20,500,000 D 0 I By SCH Sponsor III LLC( 2 ) Class A Common Stock 08/16/2021 M 2,245,980( 3 ) A 29,158,480( 4 ) I By ChaChaCha SPAC C LLC( 5 ) Class A Common Stock 08/20/2021 J( 6 ) 750,000 D $ 0 28,408,480 I By ChaChaCha SPAC C LLC( 5 ) Class A Common Stock 11/22/2021 P 1,739,130 A $ 5.75 1,739,130 I By SC Ventures Holdings, LLC( 7 )

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 Deri vative 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 Warrants $ 11.5 07/07/2021 J( 1 ) 10,933,333 ( 8 ) 01/07/2026 Class A Common Stock 10,933,333 ( 1 ) 0 I By SCH Sponsor III LLC( 2 ) Warrants ( 3 ) 08/16/2021 M 9,020,000( 9 ) ( 8 ) 01/07/2026 Class A Common Stock 2,245,980( 3 ) ( 1 ) 0 I By ChaChaCha SPAC C LLC( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palihapitiya Chamath C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO, CA94301 X See Remarks ChaChaCha SPAC C, LLC C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO, CA94301 X Former Director SCH Sponsor III LLC C/O 317 UNIVERSITY AVE, SUITE 200 PALO ALTO, CA94301 X Former Director Signatures CHAMATH PALIHAPITIYA, By: /s/ Chamath Palihapitiya 11/24/2021 Signature of Reporting Person Date CHACHACHA SPAC C, LLC, By: /s/ Chamath Palihapitiya, as Manager 11/24/2021 Signature of Reporting Person Date SCH SPONSOR III LLC, By: /s/ Chamath Palihapitiya, as Chief Executive Officer 11/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. ( 2 )Reflects securities held by the Sponsor. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha SPAC C LLC ("ChaChaCha") may be deemed to beneficially own the Issuer securities held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Issuer securities held by the Sponsor, except to the extent of such person's pecuniary interest therein. ( 3 )These warrants were exercised in a "Make-Whole Exercise" prior to a redemption of such warrants by the Issuer. Pursuant to the terms of the warrants relating to a Make-Whole Exercise, the warrants held by ChaChaCha were exercised for 2,245,980 shares of Issuer common stock. ( 4 )Includes shares of Issuer common stock received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended. ( 5 )Reflects securities held by ChaChaCha. On the basis of Mr. Palihapitiya's relationship with ChaChaCha, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by ChaChaCha. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by ChaChaCha, except to the extent of his pecuniary interest therein. ( 6 )Reflects a distribution of shares by ChaChaCha for no value. ( 7 )Reflects securities held by SC Ventures Holdings, LLC ("SC Ventures"). On the basis of Mr. Palihapitiya's relationship with SC Ventures, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by SC Ventures. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by SC Ventures, except to the extent of his pecuniary interest therein. ( 8 )These warrants were fully vested and exercisable. ( 9 )Prior to the exercise of the warrants reported herein, these warrants were received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.

Remarks: FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR

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