Jeffrey T. Arnold - Aug 13, 2021 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Role
CEO and Chairman, Director, 10%+ Owner
Signature
/s/ Christie J. Miller, Attorney-in-fact for Reporting Person
Stock symbol
SHCR
Transactions as of
Aug 13, 2021
Transactions value $
$0
Form type
4
Date filed
8/13/2021, 07:32 PM
Previous filing
Jul 12, 2021
Next filing
Jan 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHCR Stock Options (right to buy) Award $0 +2.85M $0.00 2.85M Aug 13, 2021 Common Stock 2.85M $10.00 Direct F1
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F2
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F3
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F4
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F5
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F6
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F7
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F8
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F9
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F10
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F11
transaction SHCR Performance Stock Options (right to buy) Award $0 +482K $0.00 482K Aug 13, 2021 Common Stock 482K $10.00 Direct F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Stock options vest and become exercisable in three equal installments on the first, second and third anniversary of the grant date, subject to the Reporting Person's continued employment.
F2 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $15.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F3 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $17.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F4 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $20.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F5 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $22.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F6 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $25.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F7 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $27.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F8 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $30.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F9 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $32.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F10 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $35.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F11 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $37.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
F12 Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $40.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.