24/10/2024 | Press release | Distributed by Public on 24/10/2024 21:01
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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. 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 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 |
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AFFILIATE OF 10% OWNER |
Claritas Capital Fund IV, L.P. 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Irby, LLC 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Opportunity Fund 2013, LP 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Opportunity Fund II, LP 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Sharecare CN Partners, LLC 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Opportunity Fund IV, L.P. 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Cornerstone Fund, LP 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Sharecare 2018 Notes, LLC 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
Claritas Sharecare Notes, LLC 30 BURTON HILLS BOULEVARD SUITE 500 NASHVILLE, TN37215 |
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AFFILIATE OF 10% OWNER |
/s/ J. Chadwick, Mng Mem/GP of GP/Mng Mem | 2024-10-24 |
**Signature of Reporting Person | Date |
(*) | 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. |