John Huston Chadwick - Oct 22, 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
Oct 22, 2024
Transactions value $
$0
Form type
4
Date filed
10/25/2024, 06:07 AM
Previous filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCR Common Stock Disposed to Issuer -318K -100% 0 Oct 22, 2024 Direct F1, F2
transaction SHCR Common Stock Disposed to Issuer -791K -100% 0 Oct 22, 2024 By Claritas Capital Fund IV, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -753K -100% 0 Oct 22, 2024 By Claritas Dozoretz Partners, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -279K -100% 0 Oct 22, 2024 By Claritas Irby, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -1.86M -100% 0 Oct 22, 2024 By Claritas Opportunity Fund 2013, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -791K -100% 0 Oct 22, 2024 By Claritas Opportunity Fund II, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -8.45M -100% 0 Oct 22, 2024 By Claritas Sharecare CN Partners, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -3.97M -100% 0 Oct 22, 2024 By Claritas Opportunity Fund IV, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -1.34M -100% 0 Oct 22, 2024 By Claritas Cornerstone Fund, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -1.05M -100% 0 Oct 22, 2024 By Claritas Sharecare 2018 Notes, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -2.86M -100% 0 Oct 22, 2024 By Claritas Sharecare Notes, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -1.41M -100% 0 Oct 22, 2024 By Claritas Sharecare 2019 Notes LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -1.84M -100% 0 Oct 22, 2024 By Claritas Opportunity Fund V, LP F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -467K -100% 0 Oct 22, 2024 By Claritas SC Bactes Partners, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -431K -100% 0 Oct 22, 2024 By Claritas SC Partners, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -69.5K -100% 0 Oct 22, 2024 By Claritas Sharecare F3 LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -3.34M -100% 0 Oct 22, 2024 By Claritas Sharecare-CS Partners, LLC F1, F2, F3, F4
transaction SHCR Common Stock Disposed to Issuer -165K -100% 0 Oct 22, 2024 By managed account F1, F2, F3, F4, F5

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 Option (right to buy) Disposed to Issuer $0 -35.6K -100% $0.00 0 Oct 22, 2024 Common Stock 35.6K $1.05 By Claritas Capital Management Services Inc. F4, F6
transaction SHCR Restricted Stock Units Disposed to Issuer $0 -76.7K -100% $0.00 0 Oct 22, 2024 Common Stock 76.7K Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Huston Chadwick is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Sharecare, Inc. ("Sharecare") entered into the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among Sharecare, Impact Acquiror Inc., a Delaware corporation ("Parent") and Impact Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Rollover Agreement, dated as of June 25, 2024 (the "Rollover Agreement"), by and among Impact Aggregator LP, a Delaware limited partnership ("Topco LP"), Impact Upper Parent Inc., a Delaware corporation ("Topco Inc.") and each of the Persons listed on the Schedule A attached thereto (each a "Rollover Stockholder" and collectively the "Rollover Stockholders"), (cont'd)
F2 each share of Sharecare common stock, par value $0.0001 ("Company Common Stock") reported in this row (the "Rollover Shares") was contributed to an entity formed by Claritas Capital, LLC solely for the purposes of the transaction (the "Aggregator"), in exchange for equity interests of the Aggregator. Pursuant to the Rollover Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the shares of Company Common Stock contributed to the Aggregator were contributed to Topco Inc. in exchange for shares of common stock of Topco Inc. having an aggregate value equal the product of the number of shares of Company Common Stock contributed by the Aggregator multiplied by the merger consideration of $1.43 in cash per share of Company Common Stock, without interest.
F3 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 the purposes of Section 16 or for any other purpose.
F4 This entity is a direct beneficial owner of Company Common Stock or Stock Options reported in this Form 4. See Exhibit 99.1 below for more information regarding the nature of Mr. Chadwick's indirect ownership of the Company Common Stock or Stock Options reported in Table I and Table II.
F5 Shares held in a managed account for which Claritas Capital Management Services, Inc. had voting and investment power.
F6 Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") that was vested or vested upon the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of multiplying (A) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time by (B) the excess, if any of (x) the Merger Consideration over (y) the exercise price per share of Company Common Stock of such Company Option (the "Option Consideration").
F7 Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of Reporting Person ("Company RSU Award") was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of multiplying (A) the number of shares of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time by (B) the Merger Consideration.

Remarks:

Exhibit 99.1 Mr. Chadwick has an indirect pecuniary interest in all of the securities held by the direct beneficial owners of Company Common Stock listed in Column 7 of Table I and Column 11 of Table II of this Form 4 (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.