Sec Form 3 Filing - Claritas Sharecare 2019 Notes LLC @ Sharecare, Inc. - 2021-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Claritas Sharecare 2019 Notes LLC
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
_____ Officer (give title below) X __ Other (specify below)
Affiliate of 10% Owner
(Last) (First) (Middle)
30 BURTON HILLS BOULEVARD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2021
(Street)
NASHVILLE, TN37215
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 1,408,834 ( 1 ) D
Common Stock 1,835,931 ( 2 ) D
Common Stock 467,217 ( 3 ) D
Common Stock 431,454 ( 4 ) D
Common Stock 69,544 ( 5 ) D
Common Stock 3,341,963 ( 6 ) D
Common Stock 165,241 ( 7 ) D
Common Stock 4,733,133 ( 8 ) D
Common Stock 1,647,665 ( 9 ) D
Common Stock 487,020 ( 10 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Claritas Sharecare 2019 Notes LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Opportunity Fund V, L.P.
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas SC Bactes Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas SC Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Sharecare F3 LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Sharecare CS Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Frist Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Sharp Partners, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Sharecare Partners LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Signatures
/s/ J. Chadwick, Mng Mem/GP of GP/Mng Mem 07/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned directly by Claritas Sharecare 2019 Notes LLC.
( 2 )These shares are owned directly by Claritas Opportunity Fund V, LP.
( 3 )These shares are owned directly by Claritas SC Bactes Partners, LLC
( 4 )These shares are owned directly by Claritas SC Partners, LLC.
( 5 )These shares are owned directly by Claritas Sharecare F3 LLC.
( 6 )These shares are owned directly by Claritas Sharecare-CS Partners, LLC
( 7 )These shares are owned directly by managed account.
( 8 )These shares are owned directly by Claritas Frist Partners, LLC.
( 9 )These shares are owned directly by Claritas Sharp Partners, LLC.
( 10 )These shares are owned directly by Claritas Sharecare Partners LLC.

Remarks:
This Form 3 is the second of three Form 3s filed sequentially that reflect ownership in Sharecare, Inc. (SHCR) by entities controlled by John H. Chadwick, a director of the issuer. The reporting persons are filing three Forms 3 because the SEC's filing system does not allow more than 10 signatures on a single Form 3.The reporting persons on all three Forms 3 are controlled by John H. Chadwick, who beneficially owns more than 10% of the issuer's outstanding common stock as determined under Section 13(d) of the Securities Exchange act of 1934 (the "Act"). Each of the reporting persons therefore may be deemed to be members of a "group" with Mr. Chadwick and therefore to be subject to Section 16 of the Act as 10% owners. The reporting persons disclaim membership in any such group, and the filing of this Form 3 shall not be deemed an admission that the reporting persons or their affiliates are members of such group or are otherwise subject to Section 16.Mr. Chadwick controls all of the direct beneficial owners of Common Stock listed in footnotes (1) through (10) (collectively, the "Claritas Entities"), through his control of the entities that manage the Claritas Entities (the "Managing Entities"). Each Managing Entity and the Claritas Entity or Entities it manages are identified below. Each Claritas Entity disclaims beneficial ownership of Common Stock held by the other Claritas Entities.Claritas Capital, LLC Claritas Sharp Partners, LLC Claritas Sharecare F3 LLC Managed AccountCC Partners IV, LLC Claritas Frist Partners, LLCCC SLP IV, GP Claritas Sharecare-CS Partners, LLCCC SLP V, GP Claritas Sharecare 2019 Notes, LLCClaritas SCB SLP, GP Claritas SC Bactes Partners, LLCCC Partners V, LLC Claritas Opportunity Fund V, LPClaritas SC-SLP GP Claritas SC Partners, LLCClaritas Capital EGF - IV Partners, LLC Claritas Sharecare Partners, LLC

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