Jaffry Mohammed Form 3 Sharecare / Jaffry Mohammed ownership change

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^*

Mohammed Jaffry

(Last) (First) (Middle)

C/O SHARECARE, INC.,

255 EAST PACES FERRY ROAD NE SUITE 700

(Street)

ATLANTA GA

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2022

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)
Chief Operating Officer

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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	08/09/2022(1)	08/09/2031	Common Stock	900,000	7.66	D

Explanation of Responses:

1. The stock options will vest and become exercisable over five years as follows: 20% of the options will vest and become exercisable on the first anniversary of the Date of Grant (8/9/21) and thereafter, the remaining 80% of the options will vest in 48 equal installments on a monthly basis following the first anniversary of the Date of Grant, provided that reporting person is still employed by Sharecare through the applicable vesting dates.

Remarks:

	/s/ Christie J. Miller, Attorney-in-Fact for Reporting Person	01/20/2022
	** 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.