John Huston Chadwick - 06 Jun 2023 Form 4 Insider Report for Sharecare, Inc. (SHCR)

Role: Director, AFFILIATE OF 10% OWNER
Signature: /s/ Christie J. Miller, Attorney-in-Fact for Reporting Person
Issuer symbol: SHCR
Transactions as of: 06 Jun 2023
Net transactions value: $0
Form type: 4
Filing time: 08 Jun 2023, 19:50:24 UTC
Previous filing: 19 May 2023
Next filing: 05 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	SHCR	Common Stock	Options Exercise	+121,019	+637%	140,019	06 Jun 2023	Direct	F1
holding	SHCR	Common Stock				791,127	06 Jun 2023	By Claritas Capital Fund IV, LP	F2, F3
holding	SHCR	Common Stock				752,913	06 Jun 2023	By Claritas Dozoretz Partners, LLC	F2, F3
holding	SHCR	Common Stock				279,151	06 Jun 2023	By Claritas Irby, LLC	F2, F3
holding	SHCR	Common Stock				1,860,256	06 Jun 2023	By Claritas Opportunity Fund 2013, LP	F2, F3
holding	SHCR	Common Stock				1,339,129	06 Jun 2023	By Claritas Cornerstone Fund, LP	F2, F3
holding	SHCR	Common Stock				165,241	06 Jun 2023	By managed account	F2, F3
holding	SHCR	Common Stock				791,127	06 Jun 2023	By Claritas Opportunity Fund II, LP	F2, F3
holding	SHCR	Common Stock				2,859,596	06 Jun 2023	By Claritas Sharecare Notes, LLC	F2, F3
holding	SHCR	Common Stock				8,449,942	06 Jun 2023	By Claritas Sharecare CN Partners, LLC	F2, F3
holding	SHCR	Common Stock				3,974,987	06 Jun 2023	By Claritas Opportunity Fund IV, LP	F2, F3
holding	SHCR	Common Stock				467,217	06 Jun 2023	By Claritas SC Bactes Partners, LLC	F2, F3
holding	SHCR	Common Stock				1,052,904	06 Jun 2023	By Claritas Sharecare 2018 Notes, LLC	F2, F3
holding	SHCR	Common Stock				431,454	06 Jun 2023	By Claritas SC Partners, LLC	F2, F3
holding	SHCR	Common Stock				69,544	06 Jun 2023	By Claritas Sharecare F3 LLC	F2, F3
holding	SHCR	Common Stock				3,341,963	06 Jun 2023	By Claritas Sharecare-CS Partners, LLC	F2, F3
holding	SHCR	Common Stock				1,835,931	06 Jun 2023	By Claritas Opportunity Fund V, LP	F2, F3
holding	SHCR	Common Stock				1,408,834	06 Jun 2023	By Claritas Sharecare 2019 Notes LLC	F2, 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	-121,019	-100%	$0.000000^*	0	06 Jun 2023	Common Stock	121,019		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Filed to report vesting of Restricted Stock Units ("RSUs"). RSUs converted into common stock on a one-for-one basis.
F2	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.
F3	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.
F4	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.