SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ferrero Justin

(Last)

(First)

(Middle)

C/O SHARECARE, INC.,

255 EAST PACES FERRY ROAD NE SUITE 700

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2021

3. Issuer Name and Ticker or Trading Symbol
Sharecare, Inc. [ SHCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	53,273	D
Common Stock	959,756	I	ByArnold Media Group, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy)	07/01/2021	01/05/2022	Common Stock	1,951,129	$0.94	I	By JL Ferrero Enterprise LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021	02/25/2020	Common Stock	1,639,802	$1.05	I	By JL Ferrero Enterprise LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021⁽²⁾	03/28/2028	Common Stock	3,826,228	$1.05	I	By JL Ferrero Enterprise LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021	04/21/2030	Common Stock	1,685,977	$1.45	I	By JL Ferrero Enterprise LLLP⁽¹⁾
Stock option (right to buy)	07/01/2021⁽³⁾	10/26/2030	Common Stock	4,855,985	$1.45	I	By JL Ferrero Enterprise LLLP⁽¹⁾

Explanation of Responses:

1. The reporting person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity.

2. Includes 1,093,177 unvested options that become exercisable, if at all, if the price of Sharecare's common stock reaches $10.53 per share.

3. Includes 983,795 unvested options that become exercisable, if at all, if the price of Sharecare's common stock reaches $11.25 per share.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person	07/12/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.