Blackley Richard Scott Form 4 Oscar Health / Richard Scott Blackley ownership change

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).

1. Name and Address of Reporting Person^*

Blackley Richard Scott

(Last)

(First)

(Middle)

75 VARICK STREET, 5TH FLOOR

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/01/2024		M		7,016	A	⁽¹⁾	682,458	D
Class A Common Stock	09/01/2024		M		37,578	A	⁽¹⁾	720,036	D
Class A Common Stock	09/01/2024		M		224,503⁽²⁾	A	⁽¹⁾	944,539	D
Class A Common Stock	09/01/2024		M		8,652	A	⁽¹⁾	953,191	D
Class A Common Stock	09/03/2024		S		68,978⁽³⁾	D	$17.99⁽⁴⁾	884,213	D
Class A Common Stock	09/04/2024		S		34,624⁽³⁾	D	$17.46⁽⁵⁾	849,589	D
Class A Common Stock	09/04/2024		S		28,257⁽³⁾	D	$17.85⁽⁶⁾	821,332	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/01/2024		M			7,016	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	7,016	$0.00	28,063	D
Restricted Stock Units	⁽¹⁾	09/01/2024		M			37,578	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	37,578	$0.00	375,777	D
Restricted Stock Units	⁽¹⁾	09/01/2024		M			8,652	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	8,652	$0.00	86,525	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

2. The Issuer previously granted the Reporting Person an award of 244,503 restricted stock units that vested on September 1, 2024, following the Talent & Compensation Committee's determination that the performance condition for the prior fiscal year had been achieved.

3. The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into prior to February 27, 2023 to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.66 to $18.40, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.63 to $17.62, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.63 to $18.17, 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.

7. The restricted stock units vest in sixteen equal quarterly installments beginning on December 1, 2021.

8. The restricted stock units vest in sixteen equal quarterly installments beginning on June 1, 2023.

9. The restricted stock units vest in twelve equal quarterly installments beginning on June 1, 2024.

Remarks:

	/s/ Melissa Curtin, Attorney-in-fact	09/04/2024
	** 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.

Blackley Richard Scott Form 4Oscar Health / Richard Scott Blackley ownership change