Warburg Pincus XII Partners Form 4 Change in insider ownership

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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OMB Number:			3235-0287
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hours per response:			0.5

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^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVEUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alignment Healthcare, Inc. [ ALHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock, par value $0.001 per share	11/23/2021		S⁽¹⁾		2,033,936	D	$20.1075	22,768,785	I	See footnote⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVEUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity XII, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity XII-B, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity XII-D, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity XII-E, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WP XII Partners, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS, LLC.

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus XII Partners, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WARBURG PINCUS XII, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WP Global LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners II, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 1,310,079 shares of Common Stock sold by Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership ("WP XII"), 262,845 shares of Common Stock sold by Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership ("WP XII-B"), 37,811 shares of Common Stock sold by Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership ("WP XII-D"), and 215,801 shares of Common Stock sold by Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership ("WP XII-E"), 70,679 shares of Common Stock sold by WP XII Partners, L.P., a Delaware limited partnership ("WP XII Partners"), 136,721 shares of Common Stock sold by Warburg Pincus XII Partners, L.P., a Delaware limited partnership ("Warburg Pincus XII Partners") pursuant to a registered public offering that closed on November 23, 2021 (the "Transaction"), at a price of $20.1075 (net of underwriting discount).

2. Reflects securities held directly by WP XII, WP XII-B, WP XII-D, WP XII-E, WP XII Partners, and Warburg Pincus XII Partners (together with WP XII, WP XII-B, WP XII-D, WP XII-E, and WP XII Partners, the "WP XII Funds") following the closing of the Transaction. Warburg Pincus XII, L.P., a Delaware limited partnership ("WP XII GP"), is the general partner of the WP XII Funds. WP Global LLC, a Delaware limited liability company ("WP Global"), is the general partner of WP XII GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners II Holdings, L.P., a Delaware limited partnership ("WPP II Holdings"), is a limited partner of WPP II. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WPP II and WPP II Holdings. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP. (Cont'd in FN3)

3. (Cont'd from FN2) Warburg Pincus LLC, a New York limited liability company ("WP LLC") is a registered investment adviser and the manager of the WP XII Funds. Investment and voting decisions with respect to the shares held by the WP XII Funds are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares.

Remarks:

WP XII, WP XII-B, WP XII-D, WP XII-E, WP XII Partners, Warburg Pincus XII Partners, WP XII GP, WP Global, WPP II, WPP II Holdings, WPP GP, and WP may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Form 1 of 2

	Warburg Pincus LLC, By: /s/ Harsha Marti, General Counsel & Managing Director	11/24/2021
	Warburg Pincus Private Equity XII, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	Warburg Pincus Private Equity XII-B, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti , Partner	11/24/2021
	Warburg Pincus Private Equity XII-D, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	Warburg Pincus Private Equity XII-E, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	WP XII Partners, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	Warburg Pincus XII Partners, L.P., By: Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	Warburg Pincus XII, L.P., By: WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	WP Global LLC, By: Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti, Partner	11/24/2021
	Warburg Pincus Partners II, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Harsha Marti , Partner	11/24/2021
	** 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).
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Warburg Pincus XII Partners Form 4Change in insider ownership