John Huston Chadwick - Jun 10, 2024 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Role
Director, AFFILIATE OF 10% OWNER
Signature
/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person
Stock symbol
SHCR
Transactions as of
Jun 10, 2024
Transactions value $
$0
Form type
4
Date filed
6/12/2024, 09:14 PM
Previous filing
Jul 5, 2023
Next filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCR Common Stock Options Exercise +131K +70.09% 318K Jun 10, 2024 Direct F1
holding SHCR Common Stock 791K Jun 10, 2024 By Claritas Capital Fund IV, LP F2, F3
holding SHCR Common Stock 753K Jun 10, 2024 By Claritas Dozoretz Partners, LLC F2, F3
holding SHCR Common Stock 279K Jun 10, 2024 By Claritas Irby, LLC F2, F3
holding SHCR Common Stock 1.86M Jun 10, 2024 By Claritas Opportunity Fund 2013, LP F2, F3
holding SHCR Common Stock 1.34M Jun 10, 2024 By Claritas Cornerstone Fund, LP F2, F3
holding SHCR Common Stock 165K Jun 10, 2024 By managed account F2, F3
holding SHCR Common Stock 791K Jun 10, 2024 By Claritas Opportunity Fund II, LP F2, F3
holding SHCR Common Stock 2.86M Jun 10, 2024 By Claritas Sharecare Notes, LLC F2, F3
holding SHCR Common Stock 8.45M Jun 10, 2024 By Claritas Sharecare CN Partners, LLC F2, F3
holding SHCR Common Stock 3.97M Jun 10, 2024 By Claritas Opportunity Fund IV, LP F2, F3
holding SHCR Common Stock 467K Jun 10, 2024 By Claritas SC Bactes Partners, LLC F2, F3
holding SHCR Common Stock 1.05M Jun 10, 2024 By Claritas Sharecare 2018 Notes, LLC F2, F3
holding SHCR Common Stock 431K Jun 10, 2024 By Claritas SC Partners, LLC F2, F3
holding SHCR Common Stock 69.5K Jun 10, 2024 By Claritas Sharecare F3 LLC F2, F3
holding SHCR Common Stock 3.34M Jun 10, 2024 By Claritas Sharecare-CS Partners, LLC F2, F3
holding SHCR Common Stock 1.84M Jun 10, 2024 By Claritas Opportunity Fund V, LP F2, F3
holding SHCR Common Stock 1.41M Jun 10, 2024 By Claritas Sharecare 2019 Notes LLC F2, F3

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 Restricted Stock Units Options Exercise $0 -131K -100% $0.00* 0 Jun 10, 2024 Common Stock 131K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Filed to report vesting and settlement of Restricted Stock Units ("RSUs"). RSUs converted into common stock on a one-for-one basis.
F2 Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F3 This entity is a direct beneficial owner of the Common Stock reported on this Form 4. See Exhibit 99.1 below for information regarding the nature of Mr. Chadwick's indirect ownership of the Common Stock reported in Table I.
F4 On May 17, 2023, Reporting Person was granted 131,034 RSUs, which vest on the earlier of (i) the 2024 annual meeting of the Company's stockholders and (ii) May 17, 2024, subject to Reporting Person's continued service as a director of the Company. Accordingly, the RSUs vested on May 17, 2024 and were settled on June 10, 2024.

Remarks:

Exhibit 99.1 Mr. Chadwick has an indirect pecuniary interest in all of the securities held by the direct beneficial owners of Common Stock listed in Column 4 of Table I of this Form 3 (the "Claritas Entities"), through his ownership of interests in the entities that manage the Claritas Entities (the "Managing Entities"). Each Managing Entity and the Claritas Entity or Entities it manages are identified below. Claritas Capital SLP - V, GP Claritas Sharecare CN Partners, LLC Claritas Irby, LLC Claritas Dozoretz Partners, LLC CC Partners IV, LLC Claritas Opportunity Fund IV, L.P. Claritas Cornerstone Fund, LP CC SLP IV, GP Claritas Sharecare-CS Partners, LLC Claritas Capital, LLC Claritas Sharecare F3 LLC Managed Account CC SLP V, GP Claritas Sharecare 2018 Notes, LLC Claritas Sharecare Notes, LLC Claritas Sharecare 2019 Notes, LLC Claritas SCB SLP, GP Claritas SC Bactes Partners, LLC CC Partners V, LLC Claritas Opportunity Fund V, LP Claritas Capital EGF - V Partners, LLC Claritas Opportunity Fund 2013, LP Claritas Capital EGF - IV Partners, LLC Claritas Capital Fund IV, LP Claritas SC-SLP GP Claritas SC Partners, LLC Claritas Opportunity Fund Partners II, LLC Claritas Opportunity Fund II, LP Claritas Capital Management Services, Inc. is a corporation; Mr. Chadwick is a director and president.