SEC Filing - Sharecare, Inc.

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SEC FORM 3/A 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^*

Daniel Colin

(Last)

(First)

(Middle)

C/O SHARECARE, INC.,

255 EAST PACES FERRY ROAD NE SUITE 700

(Street)

ATLANTA

30305

(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
X	Officer (give title below)	Other (specify below)
See remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/12/2021

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

X	Form filed by One Reporting Person
	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	3	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)
Stock option (right to buy)	07/01/2021	05/06/2026	Common Stock	356,293	1.05	I	By CB Daniel Enterprises, LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021⁽²⁾	12/03/2029	Common Stock	142,518	1.45	I	By CB Daniel Enterprises, LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021⁽³⁾	11/04/2030	Common Stock	926,362	1.45	I	By CB Daniel Enterprises, LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021	01/05/2022	Common Stock	115,137⁽⁴⁾	0.94	D
Stock option (right to buy)	07/01/2021	05/06/2026	Common Stock	195,961	1.45	D
Warrants (right to buy)	09/24/2021	07/01/2026	Common Stock	11,500	11.5	D

Explanation of Responses:

1. The reporting person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity.

2. Includes 23,753 unvested options that become exercisable, if at all, if the price of Sharecare's common stock reaches $10.53 per share.

3. Includes 154,346 unvested options that become exercisable, if at all, if the price of Sharecare's common stock reaches $11.25 per share.

4. The reporting person's original Form 3 inadvertently reported an incorrect number of stock options. This Form 3 amendment is being filed to correct such line item to report the accurate number of stock options held by the reporting person as of the date of the original Form 3.

Remarks:

Executive Vice President, Finance and Human Resources

	/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person	01/04/2022
	** 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.

                                                                    Exhibit 24.1

                           LIMITED POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Henry M. Jay, Christie J. Miller, Nikki Stinson, Darrell Thomas
and any duly appointed Corporate Secretary of Sharecare, Inc. (the "Company"),
signing singly, the undersigned's true and lawful attorney-in-fact to:


     (1)  prepare, execute in the undersigned's name and on the
          undersigned's behalf, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain codes and
          passwords enabling the undersigned to make electronic filings with the
          SEC of reports required by Section 16(a) of the Securities Exchange
          Act of 1934 or any rule or regulation of the SEC;


     (2)  execute for and on behalf of the undersigned, in the
          undersigned's capacity as an officer and/or director of the Company,
          Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934 and the rules thereunder;


     (3)  do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete and
          execute any such Form 3, 4, or 5, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC and any
          stock exchange or similar authority; and


     (4)  take any other action of any type whatsoever in connection with
          the foregoing which, in the opinion of such attorneys-in-fact, may
          be of benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorneys-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.


                                         Signature:   /s/ Colin Daniel
                                                      --------------------------
                                         Print Name:  Colin Daniel
                                         Date:        June 25, 2021