4//SEC Filing
Claritas Capital Fund IV, L.P. 4
Accession 0000950170-24-117035
CIK 0001816233other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 4:00 PM ET
Size
37.8 KB
Accession
0000950170-24-117035
Insider Transaction Report
Form 4
Sharecare, Inc.SHCR
Transactions
- Other
Common Stock
2024-10-22−8,449,942→ 0 total - Other
Common Stock
2024-10-22−752,913→ 0 total - Other
Common Stock
2024-10-22−791,127→ 0 total - Other
Common Stock
2024-10-22−1,339,129→ 0 total - Other
Common Stock
2024-10-22−791,127→ 0 total - Other
Common Stock
2024-10-22−3,974,987→ 0 total - Other
Common Stock
2024-10-22−279,151→ 0 total - Other
Common Stock
2024-10-22−1,860,256→ 0 total - Other
Common Stock
2024-10-22−1,052,904→ 0 total - Other
Common Stock
2024-10-22−2,859,596→ 0 total
Footnotes (12)
- [F1]Sharecare, Inc. ("Sharecare") entered into the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among Sharecare, Impact Acquiror Inc., a Delaware corporation ("Parent") and Impact Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Rollover Agreement, dated as of June 25, 2024 (the "Rollover Agreement"), by and among Impact Aggregator LP, a Delaware limited partnership ("Topco LP"), Impact Upper Parent Inc., a Delaware corporation ("Topco Inc.") and each of the Persons listed on the Schedule A attached thereto (each a "Rollover Stockholder" and collectively the "Rollover Stockholders"), (cont'd)
- [F10]These shares are owned directly by Claritas Cornerstone Fund, LP.
- [F11]These shares are owned directly by Claritas Sharecare 2018 Notes, LLC.
- [F12]These shares are owned directly by Claritas Sharecare Notes, LLC.
- [F2]each share of Sharecare common stock, par value $0.0001 ("Company Common Stock") reported in this row (the "Rollover Shares") was contributed to an entity formed by Claritas Capital, LLC solely for the purposes of the transaction (the "Aggregator"), in exchange for equity interests of the Aggregator. Pursuant to the Rollover Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the shares of Company Common Stock contributed to the Aggregator were contributed to Topco Inc. in exchange for shares of common stock of Topco Inc. having an aggregate value equal the product of the number of shares of Company Common Stock contributed by the Aggregator multiplied by the merger consideration of $1.43 in cash per share of Company Common Stock, without interest.
- [F3]These shares are owned directly by Claritas Dozoretz Partners, LLC.
- [F4]These shares are owned directly by Claritas Capital Fund IV, LP.
- [F5]These shares are owned directly by Claritas Irby, LLC.
- [F6]These shares are owned directly by Claritas Opportunity Fund 2013, LP.
- [F7]These shares are owned directly by Claritas Opportunity Fund II, LP.
- [F8]These shares are owned directly by Claritas Sharecare CN Partners, LLC.
- [F9]These shares are owned directly by Claritas Opportunity Fund IV, L.P.
Documents
Issuer
Sharecare, Inc.
CIK 0001816233
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001528785
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 4:00 PM ET
- Size
- 37.8 KB