SC 13G 1 schedule13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*



Oscar Health, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
 
687793109
(CUSIP Number)
 
December 31, 2021
(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 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 the disclosures provided in a prior cover page.
 
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).
 
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CapitalG 2015 LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
1,705,944
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,705,944
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,944
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12
TYPE OF REPORTING PERSON (See Instructions)
PN

Page 2 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CapitalG 2015 GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
1,705,944
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,705,944
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,944
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12
TYPE OF REPORTING PERSON (See Instructions)
OO

Page 3 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CapitalG LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
255,092
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
255,092
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,092
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON (See Instructions)
PN

Page 4 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CapitalG GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
255,092
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
255,092
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,092
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON (See Instructions)
OO

Page 5 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GV 2014, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
481,988
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
481,988
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,988
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON (See Instructions)
PN

Page 6 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GV 2014 GP, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
481,988
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
481,988
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,988
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON (See Instructions)
OO

Page 7 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Verily Life Sciences LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
255,092
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
255,092
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,092
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON (See Instructions)
OO

Page 8 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alphabet Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
23,787,772
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
23,787,772
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,787,772
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
12
TYPE OF REPORTING PERSON (See Instructions)
OO

Page 9 of 15
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alphabet Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) ☐            
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
24,042,864
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
24,042,864
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,042,864
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%
12
TYPE OF REPORTING PERSON (See Instructions)
CO

Page 10 of 15
Item 1. (a)
Name of Issuer

Oscar Health, Inc.


 (b)
Address of Issuer’s Principal Executive Offices

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

Item 2. (a)
Name of Person Filing

This statement is filed by the following entities (collectively, referred to as the “Reporting Persons”):

•
CapitalG 2015 LP, a Delaware limited partnership;
•
CapitalG 2015 GP LLC, a Delaware limited liability company;
•
CapitalG LP, a Delaware limited partnership;
•
CapitalG GP LLC, a Delaware limited liability company;
•
GV 2014, L.P., a Delaware limited partnership;
•
GV 2014 GP, L.L.C., a Delaware limited liability company;
•
Verily Life Sciences LLC, a Delaware limited liability company;
•
Alphabet Holdings LLC, a Delaware limited liability company; and
•
Alphabet Inc., a Delaware corporation.

CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, may be deemed to have sole voting and dispositive power with respect to the shares held by CapitalG 2015 LP.

CapitalG GP LLC, the general partner of CapitalG LP, may be deemed to have sole voting and dispositive power with respect to the shares held by CapitalG LP.

GV 2014 GP, L.L.C., the general partner of GV 2014, L.P., may be deemed to have sole voting and dispositive power with respect to the shares held by GV 2014, L.P.

Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, CapitalG GP LLC, and GV 2014 GP, L.L.C., may be deemed to have sole voting and dispositive power with respect to the shares held by CapitalG 2015 LP, CapitalG LP and GV 2014, L.P.  Alphabet Holdings LLC disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

XXVI Holdings Inc., the managing member of Alphabet Holdings LLC and Verily Life Sciences LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held by CapitalG 2015 LP, CapitalG LP, GV 2014, L.P. and Verily Life Sciences LLC.  Each of XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.


 (b)
Address of Principal Business Office or, if none, Residence


Page 11 of 15
The address of the principal business office for each of the Reporting Persons is:

1600 Amphitheatre Parkway
Mountain View, CA 94043


 (c)
Citizenship

See Row 4 of cover page for each Reporting Person.


 (d)
Title of Class of Securities

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

 (e)
CUSIP Number

687793109

Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.
Ownership.


(a)
Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.
 
 

(b)
Percent of class:

See Row 11 of cover page for each Reporting Person.
 

(c)
Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

Page 12 of 15
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 certain of the Reporting Persons have ceased to be the beneficial owner of more than 5 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.

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.



Exhibit No.
Exhibit
   
99.1
Joint Filing Agreement by and among the Reporting Persons, dated February 14, 2022.
99.2
Power of Attorney, dated February 11, 2022


Page 13 of 15
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.

Date:  February 14, 2022

 
CAPITALG 2015 LP
 
By: CapitalG 2015 GP LLC
       its General Partner

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact


CAPITALG 2015 GP LLC

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact

 
CAPITALG LP
 
By: CapitalG GP LLC
       its General Partner

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact


CAPITALG GP LLC

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact

GV 2014, L.P.
 
By: GV 2014 GP, L.L.C.
       its General Partner

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact


GV 2014 GP, L.L.C.

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact

 
VERILY LIFE SCIENCES LLC

By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact


ALPHABET HOLDINGS LLC


By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact


ALPHABET INC.


By:  /s/ Bryan Keighery                            
Name:  Bryan Keighery
Title:    Attorney-in-fact