SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ARNOLD JEFFREY T (Last) (First) (Middle) C/O SHARECARE, INC. 255 E. PACES FERRY RD. NE SUITE 700 (Street) ATLANTA GA 30305 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Sharecare, Inc. [ SHCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Co-Founder and Executive Chair
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2024		M		383,696	A	(1)	4,150,318	D
Common Stock	02/15/2024		F(2)		201,728	D	$1.07	3,948,590	D
Common Stock								3,037,894	I	By JT Arnold Enterprises II, LLLP(3)
Common Stock								2,442,749	I	By Arnold Media Group, LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/15/2024		M			383,696	(4)	(4)	Common Stock	4,604,357	$0	4,220,661	D

Explanation of Responses:

1. 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 February 15, 2024 (183,560 of which were withheld by the issuer 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.

2. No shares were sold by Reporting Person. As previously reported, on June 6, 2023, Reporting Person was granted 151,910 restricted stock units ("RSUs") in lieu of guaranteed cash base salary (as elected by Reporting Person). The RSUs vest twenty-five percent (25%) each on August 15, 2023, November 15, 2023, February 15, 2024 and May 15, 2024, respectively, provided that Reporting Person is still employed by the Company or an affiliate thereof through the applicable vesting date. The transaction reported on this Form 4 reflects withholding of shares by the Company to cover the withholding taxes due upon vesting of 25% of the RSUs on February 15, 2024 (in addition to the withholding of 183,560 shares by the Company discussed in footnote 1 above).

3. Reporting Person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity.

4. 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.

Remarks:

	/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person	02/20/2024
	** 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 4 (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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