Jeffrey T. Arnold - Jan 9, 2024 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Role: Co-Founder and Executive Chair, Director, 10%+ Owner
Signature: /s/ Christie J. Miller, Attorney-in-Fact for Reporting Person
Stock symbol: SHCR
Transactions as of: Jan 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/11/2024, 07:29 PM
Previous filing: Nov 17, 2023
Next filing: Feb 8, 2024

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	Award	$0	+5.01M		$0.00	5.01M	Jan 9, 2024	Common Stock	5.01M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.0001 per share ("Common Stock"), of Sharecare, Inc. (the "Company"), or as determined by the administrator, cash equal to the fair market value of one share of Common Stock on the settlement date.
F2	One-twelfth (1/12) of the RSUs will vest quarterly on March 31, June 30, September 30 and December 31 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).

Content

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.0001 per share ("Common Stock"), of Sharecare, Inc. (the "Company"), or as determined by the administrator, cash equal to the fair market value of one share of Common Stock on the settlement date.

One-twelfth (1/12) of the RSUs will vest quarterly on March 31, June 30, September 30 and December 31 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).