Ownership Submission
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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. 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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ARNOLD JEFFREY T
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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)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Co-Founder and Executive Chair /
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(Last)
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(First)
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(Middle)
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C/O SHARECARE, INC. , 255 E. PACES FERRY RD. NE SUITE 700
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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ATLANTA
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GA
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30305
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ARNOLD JEFFREY T
C/O SHARECARE, INC.
255 E. PACES FERRY RD. NE SUITE 700
ATLANTA, GA30305
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X
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X
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Co-Founder and Executive Chair
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Signatures
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/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person
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2024-08-20
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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 August 16, 2024 (177,085 of which were sold by Reporting Person 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.
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(2)
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Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.380 to $1.385. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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(3)
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Reporting Person is the beneficial owner and has sole voting power and investment power over the securities reported herein held by this entity.
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(4)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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