Nicole Torraco - Oct 22, 2024 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Role
Director
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, 06:08 AM
Previous filing
Aug 19, 2024
Next filing
Nov 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCR Common Stock Disposed to Issuer -43.1K -100% 0 Oct 22, 2024 Direct F1

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 Disposed to Issuer $0 -76.7K -100% $0.00 0 Oct 22, 2024 Common Stock 76.7K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nicole Torraco is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among Sharecare, Inc. ("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"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Sharecare common stock, par value $0.0001 ("Company Common Stock"), reported in this row was converted into the right to receive a cash payment (without interest and subject to applicable taxes) equal to the per share merger consideration of $1.43 (the "Merger Consideration"). As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
F2 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.