| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2021 |
3. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc. [ SHCR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 1,408,834(1) | D | |
| Common Stock | 1,835,931(2) | D | |
| Common Stock | 467,217(3) | D | |
| Common Stock | 431,454(4) | D | |
| Common Stock | 69,544(5) | D | |
| Common Stock | 3,341,963(6) | D | |
| Common Stock | 165,241(7) | D | |
| Common Stock | 4,733,133(8) | D | |
| Common Stock | 1,647,665(9) | D | |
| Common Stock | 487,020(10) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are owned directly by Claritas Sharecare 2019 Notes LLC. |
| 2. These shares are owned directly by Claritas Opportunity Fund V, LP. |
| 3. These shares are owned directly by Claritas SC Bactes Partners, LLC |
| 4. These shares are owned directly by Claritas SC Partners, LLC. |
| 5. These shares are owned directly by Claritas Sharecare F3 LLC. |
| 6. These shares are owned directly by Claritas Sharecare-CS Partners, LLC |
| 7. These shares are owned directly by managed account. |
| 8. These shares are owned directly by Claritas Frist Partners, LLC. |
| 9. These shares are owned directly by Claritas Sharp Partners, LLC. |
| 10. These shares are owned directly by Claritas Sharecare Partners LLC. |
| Remarks: |
| This Form 3 is the second 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, LLC Claritas Sharp Partners, LLC Claritas Sharecare F3 LLC Managed Account CC Partners IV, LLC Claritas Frist Partners, LLC CC SLP IV, GP Claritas Sharecare-CS Partners, LLC CC SLP V, GP Claritas Sharecare 2019 Notes, LLC Claritas SCB SLP, GP Claritas SC Bactes Partners, LLC CC Partners V, LLC Claritas Opportunity Fund V, LP Claritas SC-SLP GP Claritas SC Partners, LLC Claritas Capital EGF - IV Partners, LLC Claritas Sharecare Partners, LLC |
| /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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||