Clover Health Investments Corp.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 15:00

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Reynoso Jamie L.
2. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [CLOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, Medicare Advantage
(Last) (First) (Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP., NOT APPLICABLE
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2024
(Street)
WILMINGTON, DE 19801
4. If Amendment, Date Original Filed (Month/Day/Year)
07/02/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/30/2024 F 52,967(1)(2) D $1.23 2,401,108(3) D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Owners

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

Signatures

/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso 09/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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 clarify 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 second tranche 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, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Clover Health Investments Corp. published this content on September 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 16, 2025 at 21:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]