4//SEC Filing
ARNOLD JEFFREY T 4
Accession 0001628280-24-043717
CIK 0001816233other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 6:04 AM ET
Size
30.7 KB
Accession
0001628280-24-043717
Insider Transaction Report
Form 4
Sharecare, Inc.SHCR
ARNOLD JEFFREY T
DirectorCEO and Chairman10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-10-22−2,442,749→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−3,096,469→ 0 totalExercise: $1.05Exp: 2025-02-25→ Common Stock (3,096,469 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−35,630→ 0 total(indirect: By JT Arnold Enterprises II, LLLP)Exercise: $1.05Exp: 2026-05-06→ Common Stock (35,630 underlying) - Disposition to Issuer
Common Stock
2024-10-22−4,519,024→ 0 total - Disposition to Issuer
Common Stock
2024-10-22−678,664→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−2,064,359→ 0 totalExercise: $1.05Exp: 2028-03-29→ Common Stock (2,064,359 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−3,096,455→ 0 total(indirect: By JT Arnold Enterprises II, LLLP)Exercise: $1.05Exp: 2018-03-29→ Common Stock (3,096,455 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−8,137,614→ 0 total(indirect: By JT Arnold Enterprises II, LLLP)Exercise: $1.45Exp: 2030-10-26→ Common Stock (8,137,614 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−10,050,234→ 0 totalExercise: $1.45Exp: 2030-10-26→ Common Stock (10,050,234 underlying) - Disposition to Issuer
Restricted Stock Units
2024-10-22−9,717,481→ 0 total→ Common Stock (9,717,481 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−3,183,817→ 0 total(indirect: By JT Arnold Enterprises II, LLLP)Exercise: $1.45Exp: 2030-04-21→ Common Stock (3,183,817 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-10-22−8,148,490→ 0 totalExercise: $10.00Exp: 2031-08-13→ Common Stock (8,148,490 underlying) - Disposition to Issuer
Common Stock
2024-10-22−3,037,894→ 0 total(indirect: By JT Arnold Enterprises II, LLLP)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Agreement"), by and among Sharecare, Inc. ("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"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Sharecare common stock, par value $0.0001 ("Company Common Stock"), reported in this row was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $1.43 (the "Merger Consideration"). As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
- [F2]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"), each share of Company Common Stock reported in this row (the "Rollover Shares") was 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 reported in this row multiplied by the Merger Consideration, without interest.
- [F3]Reporting Person is the beneficial owner and has sole voting power and investment power over the securities reported herein held by this entity.
- [F4]Prior to the Effective Time, Reporting Person entered into an agreement with Topco LP pursuant to which Reporting Person forfeited all Contingent Cash Awards and Contingent Unit Awards (each as defined in the Merger Agreement) that Reporting Person under the Merger Agreement in connection with the RSU/stock option listed in this row, in favor of profits interests of Topco LP with a priority catch up equal to the aggregate value of the forfeited Contingent Cash Awards and Contingent Unit Awards.
Documents
Issuer
Sharecare, Inc.
CIK 0001816233
Entity typeother
Related Parties
1- filerCIK 0001085341
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 6:04 AM ET
- Size
- 30.7 KB