Sec Form 4 Filing - SIN DAVID @ SC Health Corp - 2021-08-11

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 SIN DAVID 2. Issuer Name and Ticker or Trading Symbol SC Health Corp [ SCPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 108 ROBINSON ROAD #10-00, 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2021 (Street) SINGAPORE, U0068900 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 Ordinary Shares 08/11/2021 C( 1 ) 5,487,500 A 5,487,500 I See footnote ( 2 )

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 Class B Ordinary Shares ( 1 ) 08/11/2021 C( 1 ) 5,487,500 ( 1 ) ( 1 ) Ordinary Shares 5,487,500 $ 0 0 I See footnote ( 2 ) Warrants to purchase Ordinary Shares $ 11.5 08/11/2021 J( 4 ) 5,450,000 ( 3 ) ( 3 ) Ordinary Shares 5,450,000 $ 1 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIN DAVID 108 ROBINSON ROAD #10-00 SINGAPORE, U0068900 X X SC Health Holdings Ltd C/O SC HEALTH CORPORATION 108 ROBINSON ROAD #10-00 SINGAPORE, U0068900 X Signatures /s/ David Sin 08/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the completion of the Issuer's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated March 19, 2021, by and among the Issuer, Rockley Photonics Limited ("Rockley"), Rockley Photonics Holdings Limited ("HoldCo") and Rockley Mergersub Limited ("Merger Sub"), the Class B Ordinary Shares automatically converted into Class A Ordinary Shares on a one-for-one basis for no additional consideration. As part of the Business Combination, the Issuer became a direct wholly-owned subsidiary of HoldCo, and the shares in the Issuer were exchanged for shares in HoldCo on August 11, 2021. ( 2 ). The securities are held directly by SC Health Holdings Limited (the "Sponsor"), which is wholly owned by SC Health Group Limited. Each of SC Health Group Limited and the Reporting Person may be deemed to beneficially own the shares held by the Sponsor by virtue of their direct and indirect ownership, respectively, of the shares of the Sponsor. Each of SC Health Group Limited and the Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 3 )Pursuant to the Private Placement Warrant Purchase Agreement, effective as of July 11, 2019, by and between SC Health Corporation and the Sponsor, the Sponsor purchased an aggregate of 5,450,000 warrants to purchase Class A Ordinary Shares, each warrant entitling the Sponsor, upon exercise, to purchase one Class A Ordinary Share (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning September 10, 2021 for one Ordinary Share of HoldCo at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination. ( 4 )Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of HoldCo in connection with the Business Combination.

Remarks: As a result of the closing of the Business Combination, completed on August 11, 2021, the reporting persons have ceased to beneficially own more than 10% of the outstanding common stock of the Issuer and the Sponsor is no longer a reporting person.

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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