SEC Form SC 13D/A filed by Clover Health Investments Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CLOVER HEALTH INVESTMENTS, CORP.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

18914F111

(CUSIP Number)

Chamath Palihapitiya

SCH Sponsor III LLC

317 University Ave, Suite 200

Palo Alto, California 94301

(650) 521-9007

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Gregg A. Noel

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001-8602

(212) 735-3000

July 7, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

EXPLANATORY NOTE

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on January 15, 2021 (the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Clover Health Investments, Corp., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 3401 Mallory Lane, Suite 210, Franklin, Tennessee 37067.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by the following:

The information set forth in Item 5(c) of the Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 330,482,877 shares of Class A Common Stock outstanding after the closing of the Offering (as defined below) on November 22, 2021:

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following:

Except as set forth below, none of the Reporting Persons has effected any transactions in the Class A Common Stock since May 8, 2021.

On June 25, 2021, an affiliate of Mr. Osborne sold 1,342,099 shares of Class A Common Stock in the open market at a weighted average price of $13.0849 per share.

On June 28, 2021, an affiliate of Mr. Osborne sold 2,909,616 shares of Class A Common Stock in the open market at a weighted average price of $12.8225 per share.

On June 29, 2021, an affiliate of Mr. Osborne sold 748,285 shares of Class A Common Stock in the open market at a weighted average price of $13.3925 per share.

On July 7, 2021, the Sponsor distributed its 20,500,000 shares of Class A Common Stock and 10,933,333 warrants to purchase Class A Common Stock to its members on a pro rata basis, including 16,912,500 shares and 9,020,000 warrants distributed to ChaChaCha, and 3,587,500 shares and 1,913,333 warrants distributed to an entity affiliated with Mr. Osborne.  The warrants had an exercise price of $11.50 per share.

On August 16, 2021, ChaChaCha exercised all of its warrants 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 Class A Common Stock.

On August 20, 2021, an entity affiliated with Mr. Osborne exercised all of its warrants in the "Make-Whole Exercise" described above. Pursuant to the terms of the warrants relating to a Make-Whole Exercise, these warrants were exercised for 476,419 shares of Class A Common Stock.

On August 20, 2021, each of ChaChaCha and an entity affiliated with Mr. Osborne distributed 750,000 and 250,000 shares of Class A Common Stock, respectively, for no value.

On November 22, 2021, SC Master Holdings, LLC ("SC Master"), an entity affiliated with Mr. Palihapitiya, purchased 1,739,130 shares of Class A Common Stock at a price of $5.75 per share in a registered offering by the Issuer (the "Offering").  The funds used to purchase such shares came from SC Master's working capital.

Item 5(e) of the Schedule 13D is hereby amended and supplemented by the following:

As of July 7, 2021, the Sponsor ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.

As of August 6, 2021, Mr. Osborne ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.