Sec Form 13G Filing - General Catalyst Group Management Holdings GP LLC filing for Oscar Health Inc. (OSCR) - 2024-02-14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

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)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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).

Item 1.

75 Varick Street, 5th Floor, New York, NY 10013

Item 2.

This joint statement on Schedule 13G is being filed by General Catalyst Group Management Holdings GP, LLC, a Delaware limited liability company (“GCGMH LLC”), General Catalyst Group Management Holdings, L.P., a Delaware limited partnership (“GCGMH”), General Catalyst Group Management, LLC, a Delaware limited liability company (“GCGM”), General Catalyst Group X – Growth Venture, L.P., a Delaware limited partnership (“GC X”), General Catalyst Partners X – Growth Venture, L.P., a Delaware limited partnership (“GC X GPLP”) and General Catalyst GP X – Growth Venture, LLC, a Delaware limited liability company (“GC X GPLLC”), collectively referred to herein as the “Reporting Persons.”

GCGMH LLC is the general partner of GCGMH, which is the manager of GCGM, which is the manager of GC X GPLLC. GC X GPLP is the sole general partner of GC X. GC X GPLLC is the sole general partner of GC X GPLP.

Both GCGMH LLC and GC X GPLLC are controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GC X. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of both GCGMH LLC and GC X GPLLC Managing Directors, no one of the Managing Directors is deemed to be a beneficial owner of the Issuer’s securities held by GC X.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office or, if none, Residence: 20 University Road, 4th Floor, Cambridge, MA 02138

Each of GCGMH, GC X and GC X GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GCGMH LLC, GCGM, a and GC X GPLLC is a limited liability company organized under the laws of the State of Delaware.

Class A Common Stock, $0.00001 par value per share.

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

GC X is the record owner of 2,107,719 shares (the “Record Shares”).

As the general partner of GCGMH, GCGMH LLC may be deemed to beneficially own the Record Shares. As the sole general partner of GC X, GC X GPLP may be deemed to beneficially own the Record Shares. As the sole general partner of GC X GPLP, GC X GPLLC may be deemed to beneficially own the Record Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each Reporting Person may be deemed to share the power and direct the disposition and vote of the Record Shares.

Both GCGMH LLC and GC X GPLLC are controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GC X. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of both GCGMH LLC and GC X GPLLC Managing Directors, no one of the Managing Directors is deemed to be a beneficial owner of the Issuer’s securities held by GC X.

See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 190,815,085 shares of Class A Common Stock reported to be outstanding by the Issuer as of October 31, 2023, as listed on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

Each of the Reporting Persons disclaims beneficial ownership of such shares of Class A Common Stock except to the extent of its or his pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification

Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024