| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLOV | Class A Common Stock | Other | -20.5M | -100% | 0 | Jul 7, 2021 | By SCH Sponsor III LLC | F1, F2 | ||
| transaction | CLOV | Class A Common Stock | Options Exercise | +2.25M | +8.35% | 29.2M | Aug 16, 2021 | By ChaChaCha SPAC C LLC | F3, F4, F5 | ||
| transaction | CLOV | Class A Common Stock | Other | $0 | -750K | -2.57% | $0.00 | 28.4M | Aug 20, 2021 | By ChaChaCha SPAC C LLC | F5, F6 |
| transaction | CLOV | Class A Common Stock | Purchase | $10M | +1.74M | $5.75* | 1.74M | Nov 22, 2021 | By SC Ventures Holdings, LLC | F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLOV | Warrants | Other | -10.9M | -100% | 0 | Jul 7, 2021 | Class A Common Stock | 10.9M | $11.50 | By SCH Sponsor III LLC | F1, F2, F8 | ||
| transaction | CLOV | Warrants | Options Exercise | -9.02M | -100% | 0 | Aug 16, 2021 | Class A Common Stock | 2.25M | By ChaChaCha SPAC C LLC | F1, F3, F5, F8, F9 |
Chamath Palihapitiya is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects a distribution of securities by SCH Sponsor III LLC (the "Sponsor") made to its members on a pro rata basis. |
| F2 | Reflects securities held by the Sponsor. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha SPAC C LLC ("ChaChaCha") may be deemed to beneficially own the Issuer securities held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Issuer securities held by the Sponsor, except to the extent of such person's pecuniary interest therein. |
| F3 | These warrants were exercised 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 Issuer common stock. |
| F4 | Includes shares of Issuer common stock received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended. |
| F5 | Reflects securities held by ChaChaCha. On the basis of Mr. Palihapitiya's relationship with ChaChaCha, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by ChaChaCha. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by ChaChaCha, except to the extent of his pecuniary interest therein. |
| F6 | Reflects a distribution of shares by ChaChaCha for no value. |
| F7 | Reflects securities held by SC Ventures Holdings, LLC ("SC Ventures"). On the basis of Mr. Palihapitiya's relationship with SC Ventures, Mr. Palihapitiya may be deemed a beneficial owner of the Issuer securities held by SC Ventures. Mr. Palihapitiya disclaims beneficial ownership of the Issuer securities held by SC Ventures, except to the extent of his pecuniary interest therein. |
| F8 | These warrants were fully vested and exercisable. |
| F9 | Prior to the exercise of the warrants reported herein, these warrants were received by ChaChaCha as part of a pro rata distribution from the Sponsor, which was exempt under Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended. |
FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR