Jeffrey T. Arnold - Feb 15, 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
Feb 15, 2024
Transactions value $
-$215,849
Form type
4
Date filed
2/20/2024, 07:18 PM
Previous filing
Feb 8, 2024
Next filing
Apr 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCR Common Stock Options Exercise +384K +10.19% 4.15M Feb 15, 2024 Direct F1
transaction SHCR Common Stock Tax liability -$216K -202K -4.86% $1.07 3.95M Feb 15, 2024 Direct F2
holding SHCR Common Stock 3.04M Feb 15, 2024 By JT Arnold Enterprises II, LLLP F3
holding SHCR Common Stock 2.44M Feb 15, 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 -8.33% $0.00 4.22M Feb 15, 2024 Common Stock 4.6M 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 February 15, 2024 (183,560 of which were withheld by the issuer 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 No shares were sold by Reporting Person. As previously reported, on June 6, 2023, Reporting Person was granted 151,910 restricted stock units ("RSUs") in lieu of guaranteed cash base salary (as elected by Reporting Person). The RSUs vest twenty-five percent (25%) each on August 15, 2023, November 15, 2023, February 15, 2024 and May 15, 2024, respectively, provided that Reporting Person is still employed by the Company or an affiliate thereof through the applicable vesting date. The transaction reported on this Form 4 reflects withholding of shares by the Company to cover the withholding taxes due upon vesting of 25% of the RSUs on February 15, 2024 (in addition to the withholding of 183,560 shares by the Company discussed in footnote 1 above).
F3 Reporting Person is the beneficial owner and has sole voting 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.