Sec Form 4/A Filing - Turner Nathaniel S. @ CLOVER HEALTH INVESTMENTS, CORP. /DE - 2021-01-07

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FORM 4/A
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
Turner Nathaniel S.
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., 3401 MALLORY LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2021
(Street)
FRANKLIN, TN37067
4. If Amendment, Date Original Filed (MM/DD/YY)
01/11/2021
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
Class B Common Stock ( 1 ) 01/07/2021 A 1,324,728 ( 1 ) ( 1 ) Class A Common Stock 1,324,728 ( 2 ) 1,324,728 I Held by Multiple Holdings, LLC( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turner Nathaniel S.
C/O CLOVER HEALTH INVESTMENTS, CORP.
3401 MALLORY LANE, SUITE 210
FRANKLIN, TN37067
X
Signatures
/s/ Jamie L. Reynoso, as Attorney-in-Fact 02/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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 686,782 shares of common stock of Legacy Clover.
( 3 )The Reporting Person is a partner in Multiple Holdings, LLC and may be deemed to share voting power and dispositive power over 1,324,728 shares held by Multiple Holdings, LLC. Excludes 1,241,226 shares held by Multiple Holdings LLC, as to which, in accordance with the terms of the operating agreement of that entity, Mr. Turner does not have voting or dispositive power over such shares, nor any pecuniary interest therein.

Remarks:
Amends and restates in its entirety the Form 4 filed on January 11, 2021 to amend the amounts provided in columns 5, 7 and 9 of Table II and footnotes 2 and 3. The prior filing had erroneously over-reported 1,241,226 shares as having been received in connection with the Issuer's business combination. Pursuant to the terms of the operating agreement of Multiple Holdings, LLC, Mr. Turner never had shared voting and dispositive power over such shares held by Multiple Holdings, LLC, nor any pecuniary interest therein, and therefore such shares were incorrectly reported as beneficially owned by him in the prior filing.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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