CLOV

SEC source: 0001209191-21-003163 · doc4.xml · derivative · entry 1

Reynoso Jamie L. · CIK 0001839066 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,701

Underlying: Class B Common Stock · 51,701 shares

Expires 2030-06-28

F3 · price: 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 25,000 shares of common stock of Legacy Clover for $7.57 per share.

F1 · derivative.exercise_date: 100% of the stock option is immediately exercisable. The stock option vests as to 1/5th of the total number of shares on June 8, 2021 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.

F2 · derivative.underlying: 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.

SEC source: 0001209191-21-003161 · doc4.xml · derivative · entry 3

Lee Gia · CIK 0001839114 · General Counsel & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,008,186

Underlying: Class B Common Stock · 1,008,186 shares

Expires 2030-02-03

F7 · price: Received in connection with the Business Combination in exchange for options to acquire 487,500 shares of common stock of Legacy Clover for $4.61 per share.

F6 · derivative.exercise_date: 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 24/60th of the total number of shares on January 1, 2022 and 1/60th of the total number of shares in equal monthly installments thereafter ("Vesting Schedule C"). The stock option vests according to Vesting Schedule C, subject to the continuous service of the Reporting Person on each vesting date.

F2 · derivative.underlying: 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.

SEC source: 0001209191-21-003161 · doc4.xml · derivative · entry 2

Lee Gia · CIK 0001839114 · General Counsel & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 336,062

Underlying: Class B Common Stock · 336,062 shares

Expires 2030-02-03

F5 · price: Received in connection with the Business Combination in exchange for options to acquire 162,500 shares of common stock of Legacy Clover for $4.61 per share.

F4 · derivative.exercise_date: 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 1/60th of the total number of shares in equal monthly installments beginning on February 14, 2019 ("Vesting Schedule B"). The stock option vests according to Vesting Schedule B, subject to the continuous service of the Reporting Person on each vesting date.

F2 · derivative.underlying: 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.

SEC source: 0001209191-21-003161 · doc4.xml · derivative · entry 1

Lee Gia · CIK 0001839114 · General Counsel & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 568,720

Underlying: Class B Common Stock · 568,720 shares

Expires 2029-03-25

F3 · price: 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 275,000 shares of common stock of Legacy Clover for $4.01 per share.

F1 · derivative.exercise_date: 50% of the stock option is immediately exercisable, and the remaining 50% becomes exercisable in accordance with a vesting schedule of 1/5th of the total number of shares on January 14, 2020 and 1/60th of the total number of shares in equal monthly installments thereafter ("Vesting Schedule A"). The stock option vests according to Vesting Schedule A, subject to the continuous service of the Reporting Person on each vesting date.

F2 · derivative.underlying: 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.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 7

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,571,164

Underlying: Class B Common Stock · 5,571,164 shares

Expires not disclosed

F7 · derivative.exercise_price: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F7 · derivative.exercise_date: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F7 · derivative.expiration_date: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F1 · derivative.underlying: 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.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 6

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,713,491

Underlying: Class B Common Stock · 16,713,491 shares

Expires not disclosed

F9 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration.

F10 · derivative.exercise_date: The RSUs will vest in equal annual installments over five years, beginning on January 7, 2022, subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through each vesting date. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person upon vesting.

F10 · derivative.expiration_date: The RSUs will vest in equal annual installments over five years, beginning on January 7, 2022, subject to the continuous service of the Reporting Person as CEO, Co-CEO or Executive Chairman of the Issuer through each vesting date. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person upon vesting.

F1 · derivative.underlying: 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.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 5

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,164,581

Underlying: Class B Common Stock · 7,164,581 shares

Expires not disclosed

F7 · derivative.exercise_price: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F8 · price: Received in connection with the Business Combination in exchange for restricted stock units that will have settled for 3,464,373 shares of common stock of Legacy Clover.

F7 · derivative.exercise_date: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F7 · derivative.expiration_date: 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 as CEO, Co-CEO or Executive Chairman of the Issuer 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.

F1 · derivative.underlying: 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.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 4

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Caesar Clover, LLC

Disclosed balance after: 2,062,265

Underlying: Class A Common Stock · 2,062,265 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F6 · price: Received in connection with the Business Combination in exchange for 997,191 shares of Class Z common stock of Legacy Clover.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: 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. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 3

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Caesar Ventures, LLC

Disclosed balance after: 5,645,934

Underlying: Class A Common Stock · 5,645,934 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F5 · price: Received in connection with the Business Combination in exchange for 2,730,044 shares of Class Z common stock of Legacy Clover.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: 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. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 2

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Titus Ventures, LLC

Disclosed balance after: 182,201

Underlying: Class A Common Stock · 182,201 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F4 · price: Received in connection with the Business Combination in exchange for 88,102 shares of Class Z common stock of Legacy Clover.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: 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. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities.

SEC source: 0001209191-21-003159 · doc4.xml · derivative · entry 1

Garipalli Vivek · CIK 0001839260 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by NJ Healthcare Investments, LLC

Disclosed balance after: 75,694,143

Underlying: Class A Common Stock · 75,694,143 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · price: 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 36,601,265 shares of Class Z common stock of Legacy Clover.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: 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. Therefore, the Reporting Person may be deemed to share voting power and dispositive power over the shares held by these entities.

SEC source: 0001628280-22-003422 · wf-form4a_164558468587234.xml · derivative · entry 1

Turner Nathaniel S. · CIK 0001838734 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Multiple Holdings, LLC

Disclosed balance after: 1,324,728

Underlying: Class A Common Stock · 1,324,728 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: 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.