SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Garipalli Vivek

(Last)

(First)

(Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

3401 LORY LANE, SUITE 210

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairperson

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	01/07/2023		M		1,569,594⁽²⁾	A	⁽¹⁾	1,569,594	D
Class A Common Stock⁽¹⁾	01/07/2023		F		1,569,594⁽²⁾	D	$1.01	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	01/07/2023		M			3,342,698	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	3,342,698	⁽¹⁾	10,028,095	D
Class B Common Stock	⁽¹⁾⁽²⁾	01/07/2023		M		3,342,698		⁽¹⁾	⁽¹⁾	Class A Common Stock	3,342,698	⁽¹⁾	5,020,571	D
Class B Common Stock	⁽¹⁾⁽²⁾	01/07/2023		M			1,569,594	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,569,594	⁽¹⁾	3,450,977	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	75,694,143		75,694,143	I	Held by NJ Healthcare Investment, LLC⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	182,201		182,201	I	Held by Titus Ventures, LLC⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	5,645,934		5,645,934	I	Held by Ceasar Ventures, LLC⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,062,265		2,062,265	I	Held by Ceasar Clover, LLC⁽⁴⁾

Explanation of Responses:

1. The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer.

2. On January 7, 2023, 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,773,104 shares of the Issuer's Class B Common stock being delivered to the Reporting Person and 1,569,594 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event.

3. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. The RSU award vests in equal installments on the first five anniversaries of January 7, 2021.

4. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC, Titus Ventures, LLC, Caesar Ventures, LLC and Caesar Clover, LLC.

Remarks:

Exhibit List 24.1 - Power of Attorney

	/s/ Joseph R. Martin as attorney-in-fact for Vivek Garipalli	04/28/2023
	** Signature of Reporting Person	Date
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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