| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHCR | Class A Common Stock | Conversion of derivative security | +4.64M | 4.64M | Jul 1, 2021 | seefootnote | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHCR | Class B Common Stock | Other | -1.71M | -20% | 6.85M | Jul 1, 2021 | Class A Common Stock | seefootnote | F1, F2, F3 | ||||
| transaction | SHCR | Class B Common Stock | Disposed to Issuer | -1.28M | -18.75% | 5.57M | Jul 1, 2021 | Class A Common Stock | seefootnote | F1, F2, F4 | ||||
| transaction | SHCR | Class B Common Stock | Other | -496K | -8.91% | 5.07M | Jul 1, 2021 | Class A Common Stock | seefootnote | F1, F2, F5 | ||||
| transaction | SHCR | Class B Common Stock | Gift | -428K | -8.44% | 4.64M | Jul 1, 2021 | Class A Common Stock | seefootnote | F1, F2, F6 | ||||
| transaction | SHCR | Class B Common Stock | Conversion of derivative security | -4.64M | -100% | 0 | Jul 1, 2021 | Class A Common Stock | seefootnote | F1, F2 |
| Id | Content |
|---|---|
| F1 | In connection with the completion of the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated February 12, 2021 (the "Merger Agreement") by and among Falcon Capital Acquisition Corp. ("FCAC"), Sharecare, Inc. ("Legacy Sharecare"), FCAC Merger Sub Inc. ("Merger Sub"), and Colin Daniel solely in his capacity as representative of the stockholders of Legacy Sharecare (the "Representative"), the shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. As part of the Business Combination, FCAC changed its name to Sharecare, Inc. (the "Issuer") upon closing of the Business Combination on July 1, 2021 (the "Closing"). |
| F2 | Falcon Equity Investors LLC (the "Sponsor") is the record holder of the securities reported herein. Eagle Falcon JV Co LLC, which is controlled by Mr. Mnuchin, is the managing member of Falcon Equity Investors LLC and has voting and investment discretion with respect to the securities held of record by Falcon Equity Investors LLC. Eagle Falcon JV Co LLC and Mr. Mnuchin each disclaims any beneficial ownership of the securities held by Falcon Equity Investors LLC other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| F3 | Pursuant to the Merger Agreement and that certain Sponsor Agreement, dated February 12, 2021 (the "Sponsor Agreement"), by and among FCAC, Legacy Sharecare and the Sponsor, immediately prior to the effectiveness of the Business Combination, the Sponsor delivered 1,713,000 shares of Class B Common Stock to an escrow agent to be returned to the Sponsor upon the satisfaction of certain conditions or forfeited to the Issuer for cancellation, in accordance with the terms of the Merger Agreement, the Sponsor Agreement and that certain Earnout Escrow Agreement, dated July 1, 2021, by and among the Issuer, the Representative, the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent. |
| F4 | Pursuant to the Sponsor Agreement, immediately prior to the effectiveness of the Business Combination, the reporting persons automatically surrendered 1,284,750 Class B Common Shares to the Issuer for no consideration. |
| F5 | Represents certain transactions that were entered into in connection with the Business Combination, immediately prior to the effectiveness of the Business Combination. These were not market transactions and no consideration was received for these transactions. |
| F6 | Represents a charitable donation that was made in connection with the Business Combination, immediately prior to the effectiveness of the Business Combination. This was not a market transaction and no consideration was received for the gifted shares. |
As a result of the Closing, the reporting persons have ceased to beneficially own more than 10% of the outstanding common stock of the Issuer and Falcon Equity Investors LLC and Eagle Falcon JV Co LLC are no longer reporting persons. Mr. Mnuchin remains a director of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.