Jeffrey T. Arnold - Aug 16, 2024 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Signature
/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person
Stock symbol
SHCR
Transactions as of
Aug 16, 2024
Transactions value $
-$244,501
Form type
4
Date filed
8/20/2024, 05:55 PM
Previous filing
Aug 15, 2024
Next filing
Oct 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCR Common Stock Options Exercise +384K +8.37% 4.97M Aug 16, 2024 Direct F1
transaction SHCR Common Stock Sale -$245K -177K -3.56% $1.38 4.79M Aug 16, 2024 Direct F1, F2
holding SHCR Common Stock 3.04M Aug 16, 2024 By JT Arnold Enterprises II, LLLP F3
holding SHCR Common Stock 2.44M Aug 16, 2024 By Arnold Media Group, LLC 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 -384K -10% $0.00 3.45M Aug 16, 2024 Common Stock 384K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 8, 2023, Reporting Person was granted 4,604,357 Restricted Stock Units ("RSUs"), vesting in twelve equal installments quarterly from 2024 - 2026. Accordingly, 383,696 vested and were settled on August 16, 2024 (177,085 of which were sold by Reporting Person to cover the required withholding taxes of RSUs). RSUs convert into common stock ("Common Stock") of Sharecare, Inc. (the "Company") on a one-for-one basis.
F2 Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.380 to $1.385. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3 Reporting Person is the beneficial owner and has sole voting power and investment power over the securities reported herein held by this entity.
F4 Reference is hereby made to footnote 1. One-twelfth (1/12) of the RSUs will vest quarterly on February 15, May 15, August 15 and November 15 of each of 2024, 2025, and 2026, provided that Reporting Person is still employed by the Company or an affiliate thereof through the applicable vesting dates; provided, however, that 100% of Reporting Person's unvested RSUs will accelerate in the event of Reporting Person's termination without cause or resignation for good reason (in each case, as defined in Reporting Person's employment agreement). Each RSU represents a contingent right to receive one share of Common Stock, or as determined by the administrator, cash equal to the fair market value of one share of Common Stock on the settlement date.