Sharecare Inc.

24/10/2024 | Press release | Distributed by Public on 24/10/2024 21:01

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 *
Claritas Dozoretz Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc. [SHCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ AFFILIATE OF 10% OWNER
(Last) (First) (Middle)
C/O CLARITAS CAPITAL , 30 BURTON HILLS BLVD, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NASHVILLE TN 37215
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Claritas Dozoretz Partners, LLC
C/O CLARITAS CAPITAL
30 BURTON HILLS BLVD, SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Capital Fund IV, L.P.
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Irby, LLC
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Opportunity Fund 2013, LP
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Opportunity Fund II, LP
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Sharecare CN Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Opportunity Fund IV, L.P.
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Cornerstone Fund, LP
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Sharecare 2018 Notes, LLC
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER
Claritas Sharecare Notes, LLC
30 BURTON HILLS BOULEVARD
SUITE 500
NASHVILLE, TN37215



AFFILIATE OF 10% OWNER

Signatures

/s/ J. Chadwick, Mng Mem/GP of GP/Mng Mem 2024-10-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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)
(2) 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.
(3) These shares are owned directly by Claritas Dozoretz Partners, LLC.
(4) These shares are owned directly by Claritas Capital Fund IV, LP.
(5) These shares are owned directly by Claritas Irby, LLC.
(6) These shares are owned directly by Claritas Opportunity Fund 2013, LP.
(7) These shares are owned directly by Claritas Opportunity Fund II, LP.
(8) These shares are owned directly by Claritas Sharecare CN Partners, LLC.
(9) These shares are owned directly by Claritas Opportunity Fund IV, L.P.
(10) These shares are owned directly by Claritas Cornerstone Fund, LP.
(11) These shares are owned directly by Claritas Sharecare 2018 Notes, LLC.
(12) These shares are owned directly by Claritas Sharecare Notes, LLC.
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