4//SEC Filing
Lee Gia 4
Accession 0001209191-21-003161
CIK 0001801170other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 9:14 PM ET
Size
12.9 KB
Accession
0001209191-21-003161
Insider Transaction Report
Form 4
Lee Gia
General Counsel & Secretary
Transactions
- Award
Stock Options (right to buy)
2021-01-07+568,720→ 568,720 totalExercise: $1.94Exp: 2029-03-25→ Class B Common Stock (568,720 underlying) - Award
Stock Options (right to buy)
2021-01-07+336,062→ 336,062 totalExercise: $2.23Exp: 2030-02-03→ Class B Common Stock (336,062 underlying) - Award
Stock Options (right to buy)
2021-01-07+1,008,186→ 1,008,186 totalExercise: $2.23Exp: 2030-02-03→ Class B Common Stock (1,008,186 underlying)
Footnotes (7)
- [F1]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]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]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
CLOVER HEALTH INVESTMENTS, CORP. /DE
CIK 0001801170
Entity typeother
Related Parties
1- filerCIK 0001839114
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 9:14 PM ET
- Size
- 12.9 KB