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 CA 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) 03/26/2021
			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")	283,916(1)(2)	D
Common Stock	879,137(3)	I	See Footnote(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(5)	03/25/2031	Common Stock	762,720	18	D

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 60,569 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. 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.

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

Remarks:

This Form 3 amends and restates in its entirety the Form 3 filed by Mr. Freeman on March 26, 2021. The purpose of this Form 3 is to correct the form of ownership of 45,427 restricted stock units and 572,040 stock options which were inadvertently reported as being held indirectly in the original Form 3. Such restricted stock units and stock options are held directly by Mr. Freeman. This amendment does not affect Mr. Freeman's aggregate beneficial ownership of non-derivative and derivative securities of the Company.

	/s/ Richard A. Cross, as Attorney-in-Fact, for Robert Thomas Freeman	05/13/2021
	** Signature of Reporting Person	Date
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