Sec Form 3 Filing - Claritas Irby Partners II, 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 Irby Partners II, 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 118,365 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
Stock Option (Right to Buy) $ 1.05 07/01/2021 05/06/2026 Common Stock 35,629 I By Claritas Capital Management Services, Inc.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Claritas Irby Partners II, LLC
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Claritas Capital Management Services, Inc.
30 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN37215
Affiliate of 10% Owner
Signatures
/s/ J. Chadwick, Mng Mem of Mng Mem / Pres. 07/12/2021
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
This Form 3 is the third 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 Claritas Irby Partners II, LLC through his ownership of interests in Claritas Capital, LLC, the managing member of Irby Partners II, LLC. He controls Claritas Capital Management Services, Inc. as a director and as its president.

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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