SEC Filing - Sharecare, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2021

3. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc. [ SHCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Affiliate of 10% Owner

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	752,913⁽¹⁾	D
Common Stock	791,127⁽²⁾	D
Common Stock	279,151⁽³⁾	D
Common Stock	1,860,256⁽⁴⁾	D
Common Stock	791,127⁽⁵⁾	D
Common Stock	8,449,942⁽⁶⁾	D
Common Stock	3,974,987⁽⁷⁾	D
Common Stock	1,339,129⁽⁸⁾	D
Common Stock	1,052,904⁽⁹⁾	D
Common Stock	2,859,596⁽¹⁰⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Claritas Dozoretz Partners, LLC

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Irby, LLC

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Opportunity Fund 2013, LP

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Opportunity Fund II, LP

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Sharecare CN Partners, LLC

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Opportunity Fund IV, L.P.

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD, SUITE 900

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Cornerstone Fund, LP

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Sharecare 2018 Notes, LLC

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claritas Sharecare Notes, LLC

(Last)

(First)

(Middle)

30 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are owned directly by Claritas Dozoretz Partners, LLC.

2. These shares are owned directly by Claritas Capital Fund IV, LP, which has been unable, despite diligent efforts, to obtain the proper SEC filing codes and is thus technically unable to appear as a Reporting Owner above.

3. These shares are owned directly by Claritas Irby, LLC.

4. These shares are owned directly by Claritas Opportunity Fund 2013, LP.

5. These shares are owned directly by Claritas Opportunity Fund II, LP.

6. These shares are owned directly by Claritas Sharecare CN Partners, LLC.

7. These shares are owned directly by Claritas Opportunity Fund IV, L.P.

8. These shares are owned directly by Claritas Cornerstone Fund, LP.

9. These shares are owned directly by Claritas Sharecare 2018 Notes, LLC.

10. These shares are owned directly by Claritas Sharecare Notes, LLC.

Remarks:

This Form 3 is the first of three Form 3s filed sequentially that reflect ownership in Sharecare, Inc. (SHCR) by entities controlled by John H. Chadwick, a director of the issuer. The reporting persons are filing three Forms 3 because the SEC's filing system does not allow more than 10 signatures on a single Form 3. The reporting persons on all three Forms 3 are controlled by John H. Chadwick, who beneficially owns more than 10% of the issuer's outstanding common stock as determined under Section 13(d) of the Securities Exchange act of 1934 (the "Act"). Each of the reporting persons therefore may be deemed to be members of a "group" with Mr. Chadwick and therefore to be subject to Section 16 of the Act as 10% owners. The reporting persons disclaim membership in any such group, and the filing of this Form 3 shall not be deemed an admission that the reporting persons or their affiliates are members of such group or are otherwise subject to Section 16. Mr. Chadwick controls all of the direct beneficial owners of Common Stock listed in footnotes (1) through (10) (collectively, the "Claritas Entities"), through his control of the entities that manage the Claritas Entities (the "Managing Entities"). Each Managing Entity and the Claritas Entity or Entities it manages are identified below. Each Claritas Entity disclaims beneficial ownership of Common Stock held by the other Claritas Entities. 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 V, GP Claritas Sharecare 2018 Notes, LLC Claritas Sharecare Notes, LLC Claritas Capital EGF - V Partners, LLC Claritas Opportunity Fund 2013, LP Claritas Capital EGF - IV Partners, LLC Claritas Capital Fund IV, LP Claritas Opportunity Fund Partners II, LLC Claritas Opportunity Fund II, LP

	/s/ J. Chadwick, Mng Mem/GP of GP/Mng Mem	07/12/2021
	** 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 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).
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