SEC Form SC 13G/A filed by Oscar Health Inc. (Amendment)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Oscar Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

687793109

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 687793109		13G		Page 2 of 12

 

1.		Names of Reporting Persons    General Catalyst Group Management Holdings GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    OO

CUSIP No. 687793109		13G		Page 3 of 12

 

1.		Names of Reporting Persons    General Catalyst Group Management Holdings, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    PN

CUSIP No. 687793109		13G		Page 4 of 12

 

1.		Names of Reporting Persons    General Catalyst Group Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    OO

CUSIP No. 687793109		13G		Page 5 of 12

 

1.		Names of Reporting Persons    General Catalyst GP X – Growth Venture, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    OO

CUSIP No. 687793109		13G		Page 6 of 12

 

1.		Names of Reporting Persons    General Catalyst Partners X – Growth Venture, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    PN

CUSIP No. 687793109		13G		Page 7 of 12

 

1.		Names of Reporting Persons    General Catalyst Group X – Growth Venture, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization    USA

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power    0
				6.		Shared Voting Power    2,107,719
				7.		Sole Dispositive Power    0
				8.		Shared Dispositive Power    2,107,719

9.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,107,719
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)    1.1%
12.		Type of Reporting Person (See Instructions)    PN

CUSIP No. 687793109		13G		Page 8 of 12

 

Item 1.

 

(a)

Name of Issuer: Oscar Health, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

75 Varick Street, 5th Floor, New York, NY 10013

Item 2.

 

(a)

Name of Person Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group Management Holdings GP, LLC, a Delaware limited liability company (“GCGMH LLC”), General Catalyst Group Management Holdings, L.P., a Delaware limited partnership (“GCGMH”), General Catalyst Group Management, LLC, a Delaware limited liability company (“GCGM”), General Catalyst Group X – Growth Venture, L.P., a Delaware limited partnership (“GC X”), General Catalyst Partners X – Growth Venture, L.P., a Delaware limited partnership (“GC X GPLP”) and General Catalyst GP X – Growth Venture, LLC, a Delaware limited liability company (“GC X GPLLC”), collectively referred to herein as the “Reporting Persons.”

GCGMH LLC is the general partner of GCGMH, which is the manager of GCGM, which is the manager of GC X GPLLC. GC X GPLP is the sole general partner of GC X. GC X GPLLC is the sole general partner of GC X GPLP.

Both GCGMH LLC and GC X GPLLC are controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GC X. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of both GCGMH LLC and GC X GPLLC Managing Directors, no one of the Managing Directors is deemed to be a beneficial owner of the Issuer’s securities held by GC X.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office or, if none, Residence: 20 University Road, 4th Floor, Cambridge, MA 02138

 

(c)

Citizenship:

Each of GCGMH, GC X and GC X GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GCGMH LLC, GCGM, a and GC X GPLLC is a limited liability company organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities:

Class A Common Stock, $0.00001 par value per share.

 

(e)

CUSIP Number: 687793109

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

CUSIP No. 687793109		13G		Page 9 of 12

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

GC X is the record owner of 2,107,719 shares (the “Record Shares”).

As the general partner of GCGMH, GCGMH LLC may be deemed to beneficially own the Record Shares. As the sole general partner of GC X, GC X GPLP may be deemed to beneficially own the Record Shares. As the sole general partner of GC X GPLP, GC X GPLLC may be deemed to beneficially own the Record Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each Reporting Person may be deemed to share the power and direct the disposition and vote of the Record Shares.

Both GCGMH LLC and GC X GPLLC are controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GC X. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of both GCGMH LLC and GC X GPLLC Managing Directors, no one of the Managing Directors is deemed to be a beneficial owner of the Issuer’s securities held by GC X.

 

(b)

Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 190,815,085 shares of Class A Common Stock reported to be outstanding by the Issuer as of October 31, 2023, as listed on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 

(c)

Number of shares as to which the person has:

 

(i)	Sole power to vote or to direct the vote See Line 5 of cover sheets.

 

(ii)	Shared power to vote or to direct the vote See Line 6 of cover sheets.

 

(iii)

Sole power to dispose or to direct the disposition of See Line 7 of cover sheets.

 

(iv)	Shared power to dispose or to direct the disposition of See Line 8 of cover sheets.

Each of the Reporting Persons disclaims beneficial ownership of such shares of Class A Common Stock except to the extent of its or his pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

CUSIP No. 687793109		13G		Page 10 of 12

 

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification

Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

CUSIP No. 687793109		13G		Page 11 of 12

 

SIGNATURE

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.

Dated: February 14, 2024

 

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
By:		GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
		its General Partner
		By:		GENERAL CATALYST GROUP MANAGEMENT, LLC
				Its General Partner
				By:		/s/ Christopher McCain
				Christopher McCain
				Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
By:		GENERAL CATALYST GROUP MANAGEMENT, LLC
		its General Partner
				By:		/s/ Christopher McCain
				Christopher McCain
				Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT, LLC
				By:		/s/ Christopher McCain
				Christopher McCain
				Chief Legal Officer
GENERAL CATALYST GROUP X – GROWTH VENTURE, L.P.
By:		GENERAL CATALYST PARTNERS X—GROWTH VENTURE, L.P.
		its General Partner
		By:		GENERAL CATALYST GP X – GROWTH VENTURE, LLC
				its General Partner
				By:		/s/ Christopher McCain
						Christopher McCain
						Chief Legal Officer

CUSIP No. 687793109		13G		Page 12 of 12

 

GENERAL CATALYST PARTNERS X – GROWTH VENTURE, L.P.
By:		GENERAL CATALYST GP X – GROWTH VENTURE, LLC
		its General Partner
		By:		/s/ Christopher McCain
				Christopher McCain
				Chief Legal Officer
GENERAL CATALYST GP X – GROWTH VENTURE, LLC
		By:		/s/ Christopher McCain
				Christopher McCain
				Chief Legal Officer