09/16/2025 | Press release | Distributed by Public on 09/16/2025 15:01
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reynoso Jamie L. C/O CLOVER HEALTH INVESTMENTS, CORP. NOT APPLICABLE WILMINGTON, DE 19801 |
CEO, Medicare Advantage |
/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso | 09/16/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4/A is being filed to solely to correct that the total number of restricted stock units (RSUs) received upon determination of the level of performance-based RSU grant was previously reported by the Reporting Person on a Form 4/A, filed on January 3, 2024, as described in Footnote 2 below. |
(2) | Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting of the final 1/3 of the number of earned restricted stock units, as described herein. Represents restricted stock units, each representing a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on March 16, 2023. One-third of the number of earned restricted stock units vested on September 7, 2023, one-third of the number of earned restricted stock units vested on June 30, 2024, and the remaining one-third of the earned restricted stock units vested on June 30, 2025. |
(3) | Number reflects total directly held Class A Common Stock taking into account the amended number and transactions through June 30, 2025. |