Statement of Changes in Beneficial Ownership (4)
09 June 2023 - 9:51AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chadwick John Huston |
2. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc.
[
SHCR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) AFFILIATE OF 10% OWNER |
(Last)
(First)
(Middle)
C/O CLARITAS CAPITAL, 30 BURTON HILLS BLVD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2023 |
(Street)
NASHVILLE, TN 37215 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/6/2023 | | M | | 121019 | A | (1) | 140019 | D | |
Common Stock | | | | | | | | 791127 (2) | I | By Claritas Capital Fund IV, LP (3) |
Common Stock | | | | | | | | 752913 (2) | I | By Claritas Dozoretz Partners, LLC (3) |
Common Stock | | | | | | | | 279151 (2) | I | By Claritas Irby, LLC (3) |
Common Stock | | | | | | | | 1860256 (2) | I | By Claritas Opportunity Fund 2013, LP (3) |
Common Stock | | | | | | | | 1339129 (2) | I | By Claritas Cornerstone Fund, LP (3) |
Common Stock | | | | | | | | 165241 (2) | I | By managed account (3) |
Common Stock | | | | | | | | 791127 (2) | I | By Claritas Opportunity Fund II, LP (3) |
Common Stock | | | | | | | | 2859596 (2) | I | By Claritas Sharecare Notes, LLC (3) |
Common Stock | | | | | | | | 8449942 (2) | I | By Claritas Sharecare CN Partners, LLC (3) |
Common Stock | | | | | | | | 3974987 (2) | I | By Claritas Opportunity Fund IV, LP (3) |
Common Stock | | | | | | | | 467217 (2) | I | By Claritas SC Bactes Partners, LLC (3) |
Common Stock | | | | | | | | 1052904 (2) | I | By Claritas Sharecare 2018 Notes, LLC (3) |
Common Stock | | | | | | | | 431454 (2) | I | By Claritas SC Partners, LLC (3) |
Common Stock | | | | | | | | 69544 (2) | I | By Claritas Sharecare F3 LLC (3) |
Common Stock | | | | | | | | 3341963 (2) | I | By Claritas Sharecare-CS Partners, LLC (3) |
Common Stock | | | | | | | | 1835931 (2) | I | By Claritas Opportunity Fund V, LP (3) |
Common Stock | | | | | | | | 1408834 (2) | I | By Claritas Sharecare 2019 Notes LLC (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 6/6/2023 | | M | | | 121019 | (4) | (4) | Common Stock | 121019 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Filed to report vesting of Restricted Stock Units ("RSUs"). RSUs converted into common stock on a one-for-one basis. |
(2) | 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 purposes of Section 16 or for any other purpose. |
(3) | This entity is a direct beneficial owner of the Common Stock reported on this Form 4. See Exhibit 99.1 below for information regarding the nature of Mr. Chadwick's indirect ownership of the Common Stock reported in Table I. |
(4) | On August 5, 2022, the Reporting Person was granted 121,019 RSUs, which vest on the earlier of (i) the 2023 annual meeting of the Company's stockholders and (ii) August 5, 2023, subject to the Reporting Person's continued service as a director of the Company. The 2023 annual meeting of the Company's stockholders was held on June 6, 2023. |
Remarks: Exhibit 99.1 Mr. Chadwick has an indirect pecuniary interest in all of the securities held by the direct beneficial owners of Common Stock listed in Column 4 of Table I of this Form 3 (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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chadwick John Huston C/O CLARITAS CAPITAL 30 BURTON HILLS BLVD, SUITE 100 NASHVILLE, TN 37215 | X |
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| AFFILIATE OF 10% OWNER |
Signatures
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/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person | | 6/8/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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