SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schlosser Mario
(Last) (First) (Middle)
75 VARICK STREET, 5TH FLOOR
(Street)
NEW YORK NY 10013
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oscar Health, Inc. [ OSCR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President of Technology & CTO
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/16/2023 C(1) 390,405 A (2) 447,722 D
Class A Common Stock 11/16/2023 S(1)(3) 390,405 D $7.1183(4) 57,317 D
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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $1.395 11/16/2023 M(1) 608,430 (5) 01/17/2024 Class B Common Stock 608,430 $0.00 0.00 D
Class B Common Stock (2) 11/16/2023 M(1) 608,430 (2) (2) Class A Common Stock 608,430 $1.395 1,745,543 D
Class B Common Stock (2) 11/16/2023 C(1) 390,405 (2) (2) Class A Common Stock 390,405 (2) 1,355,138 D
Class B Common Stock (2) (2) (2) Class A Common Stock 333,333 333,333 I By Noah Pizzo-Schlosser Dynasty Trust(6)
Class B Common Stock (2) (2) (2) Class A Common Stock 633,333 633,333 I By Pizzo-Schlosser Family Dynasty Trust(6)
Class B Common Stock (2) (2) (2) Class A Common Stock 333,333 333,333 I By Siena Pizzo-Schlosser Dynasty Trust(6)
Explanation of Responses:
1. These transactions were effected pursuant to a Rule 10b5-1 trading arrangement dated August 19, 2023, adopted by the Reporting Person.
2. The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into 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 and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
3. The sale was effected to cover the cost of exercise and to satisfy the Reporting Person's tax withholding obligation arising from the stock option exercise reported above.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.99 to $7.24, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected.
5. The stock option is fully vested and exercisable, and expires on January 17, 2024.
6. Mr. Schlosser disclaims beneficial ownership over the shares held of record by the trust except to the extent of his pecuniary interest therein, if any.
Remarks:
The adoption date of the Rule 10b5-1 trading arrangement is 08/19/2023.
/s/ Melissa Curtin, Attorney-in-fact 11/20/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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