Form SC 13D/A Oscar Health, Inc. Filed by: Thrive Capital Partners III, L.P.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Jed Feldman
c/o Thrive Capital, 295 Lafayette Street, Suite 701
New York, NY 10012
646-680-0240
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 13, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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), checking the following box. ☐
| * | 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 disclosures provided in a prior cover page. |
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).
| (1) | Name of Reporting Persons:
Thrive Capital Partners II, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
6,103,319(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
6,103,319(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,103,319(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
3.4%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Consists of Class B common stock, par value $0.00001 per share (“Class B Common Stock”), of the Issuer. The rights of the holders of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), and Class B Common Stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to 20 votes per share and is convertible at the election of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will be automatically converted into one share of Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer’s initial public offering or upon the occurrence of certain events as set forth in the Issuer’s certificate of incorporation. |
| (2) | Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the percent of class was calculated based on (i) 172,555,951 shares of Class A Common Stock outstanding as of July 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on August 13, 2021, and (ii) the shares of Class B Common Stock of the Issuer beneficially owned by the reporting person (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to the Exchange Act). |
| (1) | Name of Reporting Persons:
Thrive Partners II GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
6,103,319(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
6,103,319(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,103,319(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
3.4%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Thrive Capital Partners III, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
22,391,068(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
22,391,068(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,391,068(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
11.5%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Claremount TW, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
757,239(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
757,239(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
757,239(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.4%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Thrive Partners III GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
23,148,307(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
23,148,307(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
23,148,307(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
11.8%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Thrive Capital Partners V, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
1,040,704(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
1,040,704(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,040,704(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.6%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Claremount V Associates, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
19,239(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
19,239(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
19,239(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
<0.1%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Thrive Partners V GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
1,059,943(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
1,059,943(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,059,943(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
0.6%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Thrive Capital Partners VI Growth, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
2,498,513(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
2,498,513(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,498,513(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
1.4%(1) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Claremount VI Associates, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
48,982(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
48,982(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
48,982(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
<0.1%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Thrive Partners VI GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
2,547,495(1) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
2,547,495(1) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,547,495(1) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
1.5%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Thrive Capital Partners VII Growth, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
4,698,612(3) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
4,698,612(3) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,698,612(3) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.7%(4) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (3) | Consists of Class A Common Stock. |
| (4) | The percent of class was calculated based on 172,555,951 shares of Class A Common Stock outstanding as of July 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on August 13, 2021. |
| (1) | Name of Reporting Persons:
Thrive Partners VII Growth GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
4,698,612(3) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
4,698,612(3) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,698,612(3) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.7%(4) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Claremount VII Associates, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
56,610(3) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
56,610(3) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
56,610(3) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
<0.1%(4) | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Name of Reporting Persons:
Thrive Partners VII GP, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
56,610(3) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
56,610(3) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
56,610(3) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
<0.1%(4) | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) | Name of Reporting Persons:
Joshua Kushner | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
37,614,286(5) | ||||
| (8) | Shared Voting Power
| |||||
| (9) | Sole Dispositive Power
37,614,286(5) | |||||
| (10) | Shared Dispositive Power
| |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
37,614,286(5) | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
18.3%(2) | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| (5) | Consists of 4,755,222 shares of Class A Common Stock and 32,859,064 shares of Class B Common Stock, par value $0.00001 per share (“Class B Common Stock”) of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to 20 votes per share and is convertible into one share of Class A Common Stock. |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons on August 30, 2021 with respect to the Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), of Oscar Health, Inc. (the “Issuer”). The Issuer also has Class B common stock, $0.00001 par value per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), issued and outstanding, which stock is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder and automatically upon the occurrence of certain events described in the Issuer’s certificate of incorporation. The address of the principal executive offices of the Issuer is 75 Varick Street, 5th Floor, New York, NY, 10013.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Thrive Capital Funds purchased the shares set forth in Item 5 for an aggregate of approximately $173,120,638, using funds from working capital.
The information set forth in Item 4 and Item 5(c) below is incorporated by reference in its entirety into this Item 3.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the percent of class was calculated based on (i) 172,555,951 shares of Class A Common Stock outstanding as of July 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on August 13, 2021, and (ii) the shares, if any, of Class B Common Stock of the Issuer beneficially owned by the reporting person (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to the Exchange Act).
Thrive Capital Partners II, L.P. (“Thrive II”) directly holds 6,103,319 shares of Class B common stock. Thrive Partners II GP, LLC (“Thrive Partners II”), as the general partner of Thrive II, may be deemed to beneficially own the shares directly held Thrive II.
Thrive Capital Partners III, L.P. (“Thrive III”) directly holds 22,391,068 shares of Class B common stock and Claremount TW, L.P. (“Claremount TW”) directly holds 757,239 shares of Class B common stock. Thrive Partners III GP, LLC (“Thrive Partners III”), as the general partner of Thrive III and Claremount TW, may be deemed to beneficially own the shares directly held Thrive III and Claremount TW.
Thrive Capital Partners V, L.P. (“Thrive V”) directly holds 1,040,704 shares of Class B common stock and Claremount V Associates, L.P. (“Claremount V”) directly holds 19,239 shares of Class B common stock. Thrive Partners V GP, LLC (“Thrive Partners V”), as the general partner of Thrive V and Claremount V, may be deemed to beneficially own the shares directly held Thrive V and Claremount V.
Thrive Capital Partners VI Growth, L.P. (“Thrive VI Growth”) directly holds 2,498,513 shares of Class B common stock and Claremount VI Associates, L.P. (“Claremount VI”) directly holds 48,982 shares of Class B common stock. Thrive Partners VI GP, LLC (“Thrive Partners VI”), as the general partner of Thrive VI Growth and Claremount VI, may be deemed to beneficially own the shares directly held Thrive VI Growth and Claremount VI.
Thrive Capital Partners VII Growth, L.P. (“Thrive VII Growth”) directly holds 4,698,612 shares of Class A common stock. Thrive Partners VII Growth GP, LLC (“Thrive Partners VII Growth”), as the general partner of Thrive VII Growth, may be deemed to beneficially own the shares directly held Thrive VII Growth.
Claremount VII Associates, L.P. (“Claremount VII” and together with Thrive II, Thrive III, Thrive V, Thrive VI Growth, Claremount TW, Claremount V, Claremount VI and Thrive VII Growth, the “Thrive Capital Funds”) directly holds 56,610 shares of Class A common stock. Thrive Partners VII GP, LLC (“Thrive Partners VII” and together with Thrive Partners II, Thrive Partners III, Thrive Partners V, Thrive Partners VI and Thrive Partners VII Growth, the “Thrive General Partners”), as the general partner of Claremount VII, may be deemed to beneficially own the shares directly held Claremount VII.
As the sole managing member of each of the Thrive General Partners, Mr. Kushner may be deemed to beneficially own the Shares held by the Thrive Capital Funds.
(c) Information concerning transactions in the shares of Common Stock effected within the last 60 days by the Reporting Persons is set forth in Annex I of this Schedule 13D.
(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e) Not applicable
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 1 | Joint Filing Agreement (filed herewith). |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: September 16, 2021
| Thrive Capital Partners II, L.P. | ||
| By: Thrive Partners II GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners III, L.P. | ||
| By: Thrive Partners III GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners V, L.P. | ||
| By: Thrive Partners V GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners VI Growth, L.P. | ||
| By: Thrive Partners VI GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners VII Growth, L.P. | ||
| By: Thrive Partners VII Growth GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount TW, L.P. | ||
| By: Thrive Partners III GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount V Associates, L.P. | ||
| By: Thrive Partners V GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount VI Associates, L.P. | ||
| By: Thrive Partners VI GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount VII Associates, L.P. | ||
| By: Thrive Partners VII GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners II GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners III GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners V GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VI GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VII Growth GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VII GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| /s/ Joshua Kushner | ||
| Joshua Kushner | ||
Exhibit 1
JOINT FILING AGREEMENT
The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Dated: September 16, 2021
| Thrive Capital Partners II, L.P. | ||
| By: Thrive Partners II GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners III, L.P. | ||
| By: Thrive Partners III GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners V, L.P. | ||
| By: Thrive Partners V GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners VI Growth, L.P. | ||
| By: Thrive Partners VI GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Capital Partners VII Growth, L.P. | ||
| By: Thrive Partners VII Growth GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount TW, L.P. | ||
| By: | Thrive Partners III GP, LLC | |
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount V Associates, L.P. | ||
| By: | Thrive Partners V GP, LLC | |
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount VI Associates, L.P. | ||
| By: | Thrive Partners VI GP, LLC | |
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Claremount VII Associates, L.P. | ||
| By: | Thrive Partners VII GP, LLC | |
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners II GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners III GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners V GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VI GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VII Growth GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| Thrive Partners VII GP, LLC | ||
| By: | /s/ Joshua Kushner | |
| Name: Joshua Kushner | ||
| Title: Managing Member | ||
| /s/ Joshua Kushner |
| Joshua Kushner |
Annex I
Information With Respect to Transactions of Class A Common Stock during the Past 60 Days
| Name |
Date of Purchase |
Nature of |
Amount of Securities Purchased |
Average Price Per |
Where and How the | |||||
| Thrive VII Growth | 08/30/2021 | Purchase of Class A Common Stock | 325,958 | $14.7825 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 08/30/2021 | Purchase of Class A Common Stock | 3,927 | $14.7825 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 08/31/2021 | Purchase of Class A Common Stock | 301,902 | $15.2420 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 08/31/2021 | Purchase of Class A Common Stock | 3,637 | $15.2420 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/02/2021 | Purchase of Class A Common Stock | 324,442 | $17.9271 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/02/2021 | Purchase of Class A Common Stock | 3,909 | $17.9271 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/03/2021 | Purchase of Class A Common Stock | 155,264 | $18.3547 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/03/2021 | Purchase of Class A Common Stock | 1,871 | $18.3547 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/09/2021 | Purchase of Class A Common Stock | 439,418 | $17.5026 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. |
| Claremount VII | 09/09/2021 | Purchase of Class A Common Stock | 5,294 | $17.5026 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/10/2021 | Purchase of Class A Common Stock | 247,024 | $17.7436 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/10/2021 | Purchase of Class A Common Stock | 2,976 | $17.7436 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/13/2021 | Purchase of Class A Common Stock | 373,057 | $17.2359 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/13/2021 | Purchase of Class A Common Stock | 4,495 | $17.2359 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/14/2021 | Purchase of Class A Common Stock | 509,209 | $18.0970 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/14/2021 | Purchase of Class A Common Stock | 6,135 | $18.0970 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Thrive VII Growth | 09/15/2021 | Purchase of Class A Common Stock | 319,871 | $17.8550 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. | |||||
| Claremount VII | 09/15/2021 | Purchase of Class A Common Stock | 3,854 | $17.8550 | Effected on the open market in accordance with the daily volume and other limitations of Rule 10b-18. |
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