Amendment: SEC Form SC 13D/A filed by Sharecare Inc.

Amendment: SEC Form SC 13D/A filed by Sharecare Inc.

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SC 13D/A 1 d831193dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Sharecare, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81948W104

(CUSIP Number)

John H. Chadwick

30 Burton Hills Boulevard, Suite 500

Nashville, TN 37215

(615) 665-8250

Copies to:

Jackie Cohen

Carolyn Vardi

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 22, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 81948W104		13D		Page 2 of 39


1.		Names of Reporting Persons. Claritas Capital Fund IV, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 3 of 39


1.		Names of Reporting Persons. Claritas Dozoretz Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 4 of 39


1.		Names of Reporting Persons. Claritas Irby, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 5 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund 2013, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 6 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund II, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 7 of 39


1.		Names of Reporting Persons. Claritas Sharecare CN Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 8 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 9 of 39


1.		Names of Reporting Persons. Claritas Cornerstone Fund, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 10 of 39


1.		Names of Reporting Persons. Claritas Sharecare 2018 Notes, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 11 of 39


1.		Names of Reporting Persons. Claritas Sharecare Notes, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 12 of 39


1.		Names of Reporting Persons. Claritas Sharecare 2019 Notes LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 13 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund V, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 14 of 39


1.		Names of Reporting Persons. Claritas SC Bactes Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 15 of 39


1.		Names of Reporting Persons. Claritas SC Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 16 of 39


1.		Names of Reporting Persons. Claritas Sharecare F3 LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 17 of 39


1.		Names of Reporting Persons. Claritas Sharecare-CS Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 18 of 39


1.		Names of Reporting Persons. Claritas Frist Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 19 of 39


1.		Names of Reporting Persons. Claritas Sharp Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 20 of 39


1.		Names of Reporting Persons. Claritas Sharecare Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 21 of 39


1.		Names of Reporting Persons. Claritas Irby Partners II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 22 of 39


1.		Names of Reporting Persons. Claritas Capital Management Services, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 23 of 39


1.		Names of Reporting Persons. Claritas Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 24 of 39


1.		Names of Reporting Persons. Claritas Capital SLP – V, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 25 of 39


1.		Names of Reporting Persons. CC Partners IV, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 26 of 39


1.		Names of Reporting Persons. CC SLP IV, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 27 of 39


1.		Names of Reporting Persons. CC SLP V, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 28 of 39


1.		Names of Reporting Persons. Claritas SCB SLP, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 29 of 39


1.		Names of Reporting Persons. CC Partners V, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 30 of 39


1.		Names of Reporting Persons. Claritas Capital EGF – V Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 31 of 39


1.		Names of Reporting Persons. Claritas Capital EGF – IV Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 32 of 39


1.		Names of Reporting Persons. Claritas SC-SLP, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 33 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund Partners II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 34 of 39


1.		Names of Reporting Persons. John H. Chadwick
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 35 of 39

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 12, 2021, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on October 11, 2023 and Amendment No. 2 filed by the Reporting Persons on June 26, 2024 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule”), with respect to the Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

The penultimate paragraph of Item 2(a) of the Original Schedule 13D is amended and restated in its entirety as follows:

The Reporting Persons do not beneficially own any shares of Common Stock.

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is amended and supplemented by adding the following:

On October 22, 2024, the transactions contemplated by the Rollover Agreement and the Merger Agreement were consummated. Following the consummation of those transactions, the Reporting Persons do not beneficially own any shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule are incorporated herein by reference.

(c) Except as reported herein, none of the Reporting Persons or, to the Reporting Persons knowledge, the individuals listed on Exhibit 2 to the Original Schedule 13D, effected transactions in Common Stock during the past 60 days.

(d) The Reporting Persons do not beneficially own any shares of Common Stock.

(e) October 22, 2024.


CUSIP No. 81948W104		13D		Page 36 of 39

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Claritas Sharecare CN Partners, LLC

Claritas Irby, LLC

Claritas Dozoretz Partners, LLC

By: Claritas Capital SLP – V, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas Capital SLP – V, GP


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas Opportunity Fund IV, L.P.

Claritas Cornerstone Fund, LP

By: CC Partners IV, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Frist Partners, LLC

By: CC Partners IV, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

CC Partners IV, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Sharecare-CS Partners, LLC

By: CC SLP IV, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024


CUSIP No. 81948W104		13D		Page 37 of 39

CC SLP IV, GP


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas Irby Partners II, LLC

Claritas Sharp Partners, LLC

Claritas Sharecare F3 LLC

By: Claritas Capital, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Capital, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Sharecare 2018 Notes, LLC

Claritas Sharecare Notes, LLC

Claritas Sharecare 2019 Notes, LLC

By: CC SLP V, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

CC SLP V, GP


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas SC Bactes Partners, LLC

By: Claritas SCB SLP, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas SCB SLP, GP


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024


CUSIP No. 81948W104		13D		Page 38 of 39

Claritas Opportunity Fund V, LP

By: CC Partners V, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

CC Partners V, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Opportunity Fund 2013, LP

By: Claritas Capital EGF – V Partners, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Capital EGF – V Partners, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Capital Fund IV, LP

By: Claritas Capital EGF – IV Partners, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Sharecare Partners, LLC

By: Claritas Capital EGF – IV Partners, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Capital EGF – IV Partners, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024


CUSIP No. 81948W104		13D		Page 39 of 39

Claritas SC Partners, LLC

By: Claritas SC-SLP, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas SC-SLP, GP


By:		/s/ John H. Chadwick
Partner
Date: October 23, 2024

Claritas Opportunity Fund II, LP

By: Claritas Opportunity Fund Partners II, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Opportunity Fund Partners II, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 23, 2024

Claritas Capital Management Services, Inc.


By:		/s/ John H. Chadwick
President
Date: October 23, 2024

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Number of

Shares Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0