4//SEC Filing
Chadwick John Huston 4
Accession 0001628280-24-043724
CIK 0001816233other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 6:07 AM ET
Size
42.1 KB
Accession
0001628280-24-043724
Insider Transaction Report
Form 4
Sharecare, Inc.SHCR
Chadwick John Huston
DirectorOther
Transactions
- Disposition to Issuer
Common Stock
2024-10-22−1,835,931→ 0 total(indirect: By Claritas Opportunity Fund V, LP) - Disposition to Issuer
Common Stock
2024-10-22−431,454→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−3,341,963→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−165,241→ 0 total(indirect: By managed account) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−35,629→ 0 total(indirect: By Claritas Capital Management Services Inc.)Exercise: $1.05Exp: 2026-05-06→ Common Stock (35,629 underlying) - Disposition to Issuer
Common Stock
2024-10-22−791,127→ 0 total(indirect: By Claritas Opportunity Fund II, LP) - Disposition to Issuer
Common Stock
2024-10-22−317,997→ 0 total - Disposition to Issuer
Common Stock
2024-10-22−791,127→ 0 total(indirect: By Claritas Capital Fund IV, LP) - Disposition to Issuer
Common Stock
2024-10-22−3,974,987→ 0 total(indirect: By Claritas Opportunity Fund IV, LP) - Disposition to Issuer
Common Stock
2024-10-22−1,339,129→ 0 total(indirect: By Claritas Cornerstone Fund, LP) - Disposition to Issuer
Common Stock
2024-10-22−1,052,904→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−2,859,596→ 0 total(indirect: By LLC) - Disposition to Issuer
Restricted Stock Units
2024-10-22−76,667→ 0 total→ Common Stock (76,667 underlying) - Disposition to Issuer
Common Stock
2024-10-22−752,913→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−279,151→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−1,860,256→ 0 total(indirect: By Claritas Opportunity Fund 2013, LP) - Disposition to Issuer
Common Stock
2024-10-22−8,449,942→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−1,408,834→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−467,217→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-10-22−69,544→ 0 total(indirect: By LLC)
Footnotes (7)
- [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)
- [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]Reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose.
- [F4]This entity is a direct beneficial owner of Company Common Stock or Stock Options reported in this Form 4. See Exhibit 99.1 below for more information regarding the nature of Mr. Chadwick's indirect ownership of the Company Common Stock or Stock Options reported in Table I and Table II.
- [F5]Shares held in a managed account for which Claritas Capital Management Services, Inc. had voting and investment power.
- [F6]Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") that was vested or vested upon the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of multiplying (A) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time by (B) the excess, if any of (x) the Merger Consideration over (y) the exercise price per share of Company Common Stock of such Company Option (the "Option Consideration").
- [F7]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of Reporting Person ("Company RSU Award") was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of multiplying (A) the number of shares of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time by (B) the Merger Consideration.
Documents
Issuer
Sharecare, Inc.
CIK 0001816233
Entity typeother
Related Parties
1- filerCIK 0001870387
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 6:07 AM ET
- Size
- 42.1 KB