4//SEC Filing
LAYTON BRENT D 4
Accession 0001628280-24-043721
CIK 0001816233other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 6:06 AM ET
Size
8.5 KB
Accession
0001628280-24-043721
Insider Transaction Report
Form 4
Sharecare, Inc.SHCR
LAYTON BRENT D
Director
Transactions
- Disposition to Issuer
Common Stock
2024-10-22−2,290,308→ 0 total - Disposition to Issuer
Restricted Stock Units
2024-10-22−7,500,001→ 0 total→ Common Stock (7,500,001 underlying)
Footnotes (2)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger 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 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 Merger Agreement, at the Effective Time, each outstanding restricted stock unit of Reporting Person ("Company RSU Award") was cancelled and converted into (x) a Contingent Cash Award in an amount in cash equal to (A) 70% of the number of shares of Company Common Stock subject to such Company RSU Award multiplied by (B) the Merger Consideration and (y) a Contingent Unit Award having a capital value at the Effective Time equal to (A) 30% of the number of shares of Company Common Stock subject to such Company RSU Award multiplied by (B) the Merger Consideration.
Documents
Issuer
Sharecare, Inc.
CIK 0001816233
Entity typeother
Related Parties
1- filerCIK 0001731041
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 6:06 AM ET
- Size
- 8.5 KB