SEC Filing | Alignment Healthcare, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Freeman Robert Thomas

(Last)

(First)

(Middle)

C/O ALIGNMENT HEALTHCARE, INC. 1100 W.

TOWN & COUNTRY ROAD, SUITE 1600

(Street)

ORANGE

92868

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	238,489⁽¹⁾⁽²⁾	D
Common Stock	924,564⁽³⁾⁽⁴⁾	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁶⁾	03/25/2031	Common Stock	190,680	18	D
Stock Option (right to buy)	⁽⁶⁾	03/25/2031	Common Stock	572,040	18	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Represents 116,506 shares of Common Stock of Alignment Healthcare, Inc. (the "Company"); 106,841 restricted shares of Common Stock of the Company that will vest upon a change of control of the Company or otherwise (A) if received in exchange for pre-IPO (as defined below) transaction-based incentive units, on the later of (x) the four-year anniversary of the initial vesting date, or (y) 50% on the first anniversary of Company's initial public offering (the "IPO") and 50% on the second anniversary of the IPO, in each case, subject to Mr. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based incentive units, according to the pre-IPO vesting schedule applicable to Mr. Freeman disclosed in the "Executive Compensation - Outstanding Equity Awards at Fiscal Year End" section of the Company's registration statement on Form S-1.

2. Also represents 15,142 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Company, that will vest 25% on the first four anniversaries of the initial vesting date.

3. Represents 381,535 shares of Common Stock of the Company and 497,602 restricted shares of Common Stock of the Company that will vest upon a change of control of the Company or otherwise (A) if received in exchange for pre-IPO transaction-based incentive units, on the later of (x) the four-year anniversary of the initial vesting date, or (y) 50% on the first anniversary of Company's IPO and 50% on the second anniversary of the IPO, in each case, subject to Mr. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based incentive units, according to the pre-IPO vesting schedule applicable to Mr. Freeman disclosed in the "Executive Compensation - Outstanding Equity Awards at Fiscal Year End" section of the Company's registration statement on Form S-1.

4. Also represents 45,427 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Company, that will vest 25% on the first four anniversaries of the initial vesting date.

5. Represents securities held by FCO Holdings LLC, a limited liability company owned by FCO Holdings Trust One, an irrevocable trust of which Mr. Freeman is an indirect beneficiary.

6. Vest 25% on the first four anniversaries of the initial vesting date.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Richard A. Cross, as Attorney-in-Fact, for Robert Thomas Freeman	03/26/2021
	** 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 5 (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.

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of (i) R. Thomas Freeman, (ii) Michael C. Foster and (iii) Richard
A. Cross, signing SINGLY, the undersigned's true and lawful attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director or holder of 10% or more of the registered
class of securities of SOAR Technology Acquisition Corp. (the "Company"), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder;

        (2)  do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, complete and execute any amendment or amendments thereto and
timely file such forms or amendments with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

        (3)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

                                   * * * * *

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 25 day of March 2021.

                                    By: /s/ R. Thomas Freeman
                                        ----------------------------
                                        Name: R. Thomas Freeman