Sec Form 4 Filing - Whaley Dawn @ Sharecare, Inc. - 2021-12-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Whaley Dawn
2. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc. [ SHCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CMO
(Last) (First) (Middle)
C/O SHARECARE, INC.,, 255 EAST PACES FERRY ROAD NE SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2021
(Street)
ATLANTA, GA30305
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/24/2021 M( 1 ) 712,585 A $ 0.94 712,585 D
Common Stock 12/24/2021 M( 1 ) 1,238,544 A $ 0.94 1,291,817 I By Queen B Family Management Company, LLLP( 2 )
Common Stock 12/24/2021 F( 1 ) 362,249 D $ 4.96 350,336 D
Common Stock 12/24/2021 F( 1 ) 629,628 D $ 4.96 662,189 I By Queen B Family Management Company, LLLP( 2 )
Common Stock 959,756 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options (right to buy) $ 0.94 12/24/2021 M( 1 ) 712,585 07/01/2021 01/05/2022 Common Stock 712,585 $ 0 0 D
Stock Options (right to buy) $ 0.94 12/24/2021 M( 1 ) 1,238,544 07/01/2021 01/05/2022 Common Stock 1,238,544 $ 0 0 I By Queen B Family Management Company, LLLP( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whaley Dawn
C/O SHARECARE, INC.,
255 EAST PACES FERRY ROAD NE SUITE 700
ATLANTA, GA30305
President, CMO
Signatures
/s/ Christie J. Miller, Attorney-in-fact for Reporting Person 01/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )No shares were sold by the Reporting Person. The transactions disclosed in the tables above reflect the cashless exercise of expiring stock options and the corresponding withholding of shares by the issuer to cover the exercise price and required withholding taxes of such options.
( 2 )The reporting person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity.
( 3 )The reporting person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity.

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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