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. ☐
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 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
791,127
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
791,127
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
791,127
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 3 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0 shares
|
|
|
8.
|
|
Shared Voting Power
752,913
|
|
|
9.
|
|
Sole Dispositive Power
0 shares
|
|
|
10.
|
|
Shared Dispositive Power
752,913
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
752,913 shares
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 4 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
279,151
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
279,151
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
279,151
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 5 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,860,256
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,860,256
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,860,256
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 6 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
791,127
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
791,127
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
791,127
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 7 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
8,449,942
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
8,449,942
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,449,942
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.5%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 8 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
3,974,987
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
3,974,987
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,974,987
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.2%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 9 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,339,129
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,339,129
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,339,129
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 10 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,052,904
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,052,904
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,052,904
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 11 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,859,596
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,859,596
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,859,596
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.9%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 12 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,408,834
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,408,834
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,834
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 13 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,835,931
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,835,931
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,835,931
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 14 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
467,217
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
467,217
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,217
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 15 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
431,454
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
431,454
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
431,454
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 16 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
69,544
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
69,544
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
69,544
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
*
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 17 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
3,341,963
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
3,341,963
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,341,963
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.0%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 18 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
4,733,133
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
4,733,133
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,733,133
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.4%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 19 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,647,665
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,647,665
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,647,665
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 20 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
487,020
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
487,020
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
487,020
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 21 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
118,365
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
118,365
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
118,365
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
*
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 22 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
35,629 (1)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
35,629 (1)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
35,629 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
*
|
|
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
|
(1)
|
The reporting person owns a fully vested option to purchase
35,629 shares of the Issuer for an exercise price of $1.05 per share.
|
|
CUSIP No. 81948W104
|
13D
|
Page 23 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
2,000,815 (2)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,000,815 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,815 (2)
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
|
(2)
|
Includes 165,241 shares held in a managed account for which
the reporting person has voting and investment power.
|
|
CUSIP No. 81948W104
|
13D
|
Page 24 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
9,482,006
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
9,482,006
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,482,006
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.8%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 25 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
10,047,249
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
10,047,249
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,047,249
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
3.0%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 26 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
3,341,963
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
3,341,963
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,341,963
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.0%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 27 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
5,321,334
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,321,334
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,321,334
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 28 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
467,217
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
467,217
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,217
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 29 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,835,931
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,835,931
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,835,931
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 30 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,860,256
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,860,256
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,860,256
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 31 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,278,147
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,278,147
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,147
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 32 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
431,454
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
431,454
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
431,454
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP No. 81948W104
|
13D
|
Page 33 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
791,127
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
791,127
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
791,127
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 81948W104
|
13D
|
Page 34 of 42
|
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
36,857,499
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
36,857,499
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
36,857,499
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
11.0%
|
|
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
|
CUSIP No. 81948W104
|
13D
|
Page 35 of 42
|
Item 1. Security and Issuer
This Statement on Schedule 13D
(this “Schedule”) relates to the Common Stock, par value $0.0001 per share (“Common
Stock”), of Sharecare, Inc., a Delaware corporation (f/k/a Falcon Capital Acquisition Corp.)
(the “Issuer”). The address of the principal executive office of the Issuer is 255 East Paces Ferry Road NE,
Suite 700, Atlanta, Georgia 30305.
Item 2. Identity and Background.
(a) This Schedule is being filed by the following entities and an individual:
Each of the following entities (collectively, the “Claritas
Entities”) is a direct beneficial owner of the shares reported in its cover page of this Schedule:
Claritas Capital Fund IV, LP, a Delaware limited partnership
Claritas Dozoretz Partners, LLC, a Delaware limited liability company
Claritas Irby, LLC, a Delaware limited liability company
Claritas Opportunity Fund 2013, LP, a Delaware limited partnership
Claritas Opportunity Fund II, LP, a Delaware limited partnership
Claritas Sharecare CN Partners, LLC, a Delaware limited liability company
Claritas Opportunity Fund IV, L.P., a Delaware limited partnership
Claritas Cornerstone Fund, LP, a Delaware limited partnership
Claritas Sharecare 2018 Notes, LLC, a Delaware limited liability company
Claritas Sharecare Notes, LLC, a Delaware limited liability company
Claritas Sharecare 2019 Notes, LLC, a Delaware limited liability company
Claritas Opportunity Fund V, LP, a Delaware limited partnership
Claritas SC Bactes Partners, LLC, a Delaware limited liability company
Claritas SC Partners, LLC, a Delaware limited liability company
Claritas Sharecare F3 LLC, a Delaware limited liability company
Claritas Sharecare-CS Partners, LLC, a Delaware limited liability company
Claritas Frist Partners, LLC, a Delaware limited liability company
Claritas Sharp Partners, LLC, a Delaware limited liability company
Claritas Sharecare Partners, LLC, a Delaware limited liability company
Claritas Irby Partners II, LLC, a Delaware limited liability company
Claritas Capital Management Services, Inc., a Delaware corporation
Each of the following entities (collectively, the “Managing
Claritas Entities”) is an indirect beneficial owner of the shares reported in its cover page of this Schedule:
Claritas Capital, LLC, a Delaware limited liability company
Claritas Capital SLP – V, GP, a Tennessee general partnership
CC Partners IV, LLC, a Delaware limited liability company
CC SLP IV, GP, a Tennessee general partnership
CC SLP V, GP, a Tennessee general partnership
Claritas SCB SLP, GP, a Tennessee general partnership
CC Partners V, LLC, a Delaware limited liability company
Claritas Capital EGF – V Partners, LLC, a Delaware limited liability
company
Claritas Capital EGF – IV Partners, LLC, a Delaware limited liability
company
Claritas SC-SLP, GP, a Tennessee general partnership
Claritas Opportunity Fund Partners II, LLC, a Delaware limited liability
company
The Claritas Entities are controlled, directly, or indirectly through
the Managing Claritas Entities under his control, by John Chadwick, who therefore beneficially owns all of the securities of the Issuer
beneficially owned by the respective Claritas Entities. The Claritas Entities, Managing Claritas Entities and Mr. Chadwick are collectively
the “Reporting Persons.” The Reporting Persons believe that they are not a “group” under Section 13(d)
of the Securities Exchange Act of 1934 (the “Exchange Act”), and the filing of this Schedule shall not be deemed an
admission that the Reporting Persons are members of such a group.
|
CUSIP No. 81948W104
|
13D
|
Page 36 of 42
|
The aggregate number of shares of Common Stock beneficially owned by
the Reporting Persons is 36,857,499, which represents approximately 11.0% of the outstanding shares of the Issuer’s common stock,
based on an aggregate of 333,900,179 shares of Common Stock outstanding as of July 8, 2021.
Information regarding (i) the organizational structure of the Claritas
Entities and the Managing Claritas Entities and (ii) the managers, partners and executive officers of each of the Managing Claritas Entities
is as set forth in Exhibit 2 attached hereto.
(b) The address of the principal business and principal office of each
of the Reporting Persons is 30 Burton Hills Boulevard, Suite 100, Nashville, TN 37215.
(c) Each of the Claritas Entities is primarily engaged in the business
of investing in securities. Each of the Managing Claritas Entities is primarily engaged in the business of serving as the general partner
or managing member of the Claritas Entities. Each of Mr. Chadwick and the persons identified in Exhibit 2 is primarily engaged in the
business of venture capital and private equity. The principal business address of each Reporting Person is set forth in Item 2(b) above.
(d) During the past five years, neither Mr. Chadwick nor any person
identified in Exhibit 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Mr. Chadwick nor any person
identified in Exhibit 2 was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Mr. Chadwick and the persons identified in Exhibit 2 is
a citizen of the United States. The state of organization of each of the other Reporting Persons is provided in Item 2(a) above.
Item 3. Source and Amount of Funds or Other Consideration.
As of February 12, 2021, the Issuer, FCAC Merger Sub Inc., Sharecare,
Inc. (“Legacy Sharecare”) and Colin Daniel, solely in his capacity as representative of the stockholders of Legacy
Sharecare, entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provided for, among other things,
a business combination (the “Business Combination”)that resulted in the Issuer’s acquisition of Legacy Sharecare.
As a result of the consummation of the Business Combination on July 1, 2021 (the “Closing”), the Claritas Entities, as investors
in Legacy Sharecare, acquired beneficial ownership of (i) 36,857,499 shares of Common Stock and (ii) 35,629 options to purchase Common
Stock currently exercisable or exercisable within 60 days of July 1, 2021.
Item 4. Purpose of the Transaction
The information set forth in Items 2 and 6 of this Schedule is incorporated
by reference in its entirety into this Item 4.
As described in Item 3 above, the Reporting Persons acquired their
Common Stock as a result of the Business Combination.
The Reporting Persons generally intend to dispose of some or all of
the shares of Common Stock beneficially owned by them in the open market, in privately negotiated transactions, through derivative transactions,
through public offerings, through distributions to their investors, or otherwise, subject to market conditions, legal and regulatory requirements,
and contractual limitations. The Reporting Persons make no commitment in terms of completing any dispositions or the timing of any such
dispositions, which will depend on market conditions including the price of shares of Common Stock, and on such other factors considered
relevant to the Reporting Persons.
|
CUSIP No. 81948W104
|
13D
|
Page 37 of 42
|
Additionally, the Reporting Persons review on a continuing basis their
investment in the Issuer. Based on such review, one or more of the Reporting Persons, individually or in the aggregate, from time to time,
may acquire, or cause to be acquired, through open market purchases, privately negotiated agreements or otherwise, additional securities
or assets of the Issuer or its subsidiaries, dispose of, or cause to be disposed, securities of the Issuer or its subsidiaries (subject
to the lock-up agreement described below), enter into or unwind hedging or other derivative transactions with respect to securities of
the Issuer or its subsidiaries, form joint ventures with the Issuer or its subsidiaries, pledge their interest in securities of the Issuer
or its subsidiaries as a means of obtaining liquidity or as credit support for loans for any purpose, or formulate other purposes, plans
or proposals regarding the Issuer, its subsidiaries or any of their respective securities or assets, in light of the Reporting Persons’
investment mandates and general investment policies, the Issuer’s business and prospects, financial condition and operating results,
general market and industry conditions or other factors. In addition, the Reporting Persons and their representatives and advisers may
engage in communications with the Issuer’s other directors and members of management and other security holders, industry participants
and other interested parties concerning the Issuer, including with respect to the types of transactions disclosed in this paragraph or
otherwise referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Except as noted above, the Reporting Persons have no current plans
or proposals which relate to, or would result in, any of the matters set forth in sub-items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information set forth or incorporated by reference in Items 2 and
6 of this Schedule is incorporated by reference in this Item 5.
(a) and (b) The responses of the Reporting Persons to rows (7) through
(13) of the cover pages of this Schedule, as of July 12, 2021, are incorporated herein by reference. As of July 12, 2021, the aggregate
number of shares of Common Stock beneficially owned by the Reporting Persons is 36,857,499, which represents approximately 11.0% of the
outstanding shares of the Issuer’s common stock, based on an aggregate of 333,900,179 shares of Common Stock outstanding as of July
8, 2021. All of such shares beneficially owned by the Reporting Persons are directly held by the Claritas Entities. The other Reporting
Persons may be deemed to beneficially own shares held by the Claritas Entities by virtue of their direct and indirect ownership interests
in the Claritas Entities and the Claritas Managing Entities.
As a result of the Merger Agreement and the Business Combination, the
Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act. The Reporting
Persons believe that they are not a “group” under Section 13(d) of the Exchange Act, and the filing of this Schedule shall
not be deemed an admission that the Reporting Persons are members of such a group.
(c) Except pursuant to the Business Combination, none of the Reporting
Persons effected transactions in Common Stock during the past 60 days. To the Reporting Persons’ knowledge, none of the individuals
listed on Exhibit 2 to this Schedule effected transactions in Common Stock during the past 60 days.
(d) No person, other than the Reporting Persons, is known by the Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by the Reporting Persons and described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is incorporated
by reference in its entirety into this Item 6.
|
CUSIP No. 81948W104
|
13D
|
Page 38 of 42
|
The Reporting Persons are subject to a lock-up agreement, dated as
of July 1, 2021, between the Reporting Persons and the Issuer (the “Lock-up Agreement”), pursuant to which the Reporting Persons
may not, subject to certain exceptions, transfer, assign or sell any of the shares of Common Stock or securities exercisable for Common
Stock received in the Business Combination until the earlier to occur of: (A) one year after the Closing; and (B) subsequent to the Closing,
if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing
(the “Lock-up Period”). Notwithstanding the foregoing, the Reporting Persons are permitted to sell (i) beginning on the 180th
day after the Closing until the 269th day following the Closing, the greater of 5% of the Reporting Persons’ shares as of the Closing
and 750,000 shares, and (ii) beginning on the 270th day after the Closing until the expiration of the Lock-up Period, the greater of 5%
of such holder’s shares as of the Closing and 750,000 shares, plus any shares that were permitted to be, but not, transferred pursuant
to clause (i) above.
As of July 1, 2021, parties including the Issuer and the Claritas Entities
entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant
to the Registration Rights Agreement, the Issuer will be required to register for resale securities held by the stockholders who are parties
to the Registration Rights Agreement. The Issuer will have no obligation to facilitate more than three demands made by the Claritas Entities
and other holders of shares in Legacy Sharecare that the Issuer register such stockholders’ securities. In addition, the holders
have certain “piggyback” registration rights with respect to registrations initiated by the Issuer. The Issuer will bear the
expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.
Other than as described herein, none of the Reporting Persons is a
party to any contracts, arrangements or understandings or has any relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
Exhibit 1
|
|
Joint Filing Agreement among the Reporting Persons, dated as of July 12, 2021.
|
|
|
|
|
|
Exhibit 2
|
|
Information regarding (i) the organizational structure of the Claritas Entities and the Managing Claritas Entities and (ii) the managers, partners and executive officers of each of the Managing Claritas Entities.
|
|
|
|
|
|
Exhibit 3
|
|
Agreement and Plan of Merger, dated as of February 12, 2021, by and among Falcon Capital Acquisition Corp., FCAC Merger Sub Inc., Sharecare, Inc. and Colin Daniel, solely in his capacity as representative of the stockholders of Sharecare, Inc. (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on February 12, 2021).
|
|
|
|
|
|
Exhibit 4
|
|
Amended and Restated Registration Rights Agreement, dated as of July 1, 2021, by and among Falcon Capital Acquisition Corp., Sharecare, Inc. and certain stockholders named therein (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K, filed with the SEC on July 8, 2021).
|
|
|
|
|
|
Exhibit 5
|
|
Form of Lock-up Agreement (incorporated by reference to Exhibit 10.14 of the Issuer’s Registration Statement on Form S-4, filed with the SEC on May 26, 2021).
|
[signature page follows]
|
CUSIP No. 81948W104
|
13D
|
Page 39 of 42
|
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: July 12, 2021
|
|
Claritas Capital SLP – V, GP
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
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: July 12, 2021
|
|
Claritas Frist Partners, LLC
By: CC Partners IV, LLC, its Managing Member
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
CC Partners IV, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Sharecare-CS Partners, LLC
By: CC SLP IV, GP, its Managing Member
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
|
CUSIP No. 81948W104
|
13D
|
Page 40 of 42
|
CC SLP IV, GP
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
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: July 12, 2021
|
|
Claritas Capital, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
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: July 12, 2021
|
|
CC SLP V, GP
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
Claritas SC Bactes Partners, LLC
By: Claritas SCB SLP, GP, its Managing Member
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
Claritas SCB SLP, GP
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
|
CUSIP No. 81948W104
|
13D
|
Page 41 of 42
|
Claritas Opportunity Fund V, LP
By: CC Partners V, LLC, its General Partner
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
CC Partners V, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Opportunity Fund 2013,
LP
By: Claritas Capital EGF – V Partners, LLC, its General Partner
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Capital EGF – V Partners, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Capital Fund IV, LP
By: Claritas Capital EGF – IV Partners, LLC, its General Partner
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Sharecare Partners, LLC
By: Claritas Capital EGF – IV Partners, LLC, its Managing Member
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
|
CUSIP No. 81948W104
|
13D
|
Page 42 of 42
|
Claritas Capital EGF – IV Partners, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas SC Partners, LLC
By: Claritas SC-SLP, GP, its Managing Member
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
Claritas SC-SLP, GP
|
By:
|
/s/ John H. Chadwick
|
|
|
Partner
|
|
|
Date: July 12, 2021
|
|
Claritas Opportunity Fund II, LP
By: Claritas Opportunity Fund Partners II, LLC, its General Partner
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Opportunity Fund Partners II, LLC
|
By:
|
/s/ John H. Chadwick
|
|
|
Managing Member
|
|
|
Date: July 12, 2021
|
|
Claritas Capital Management Services, Inc.
|
By:
|
/s/ John H. Chadwick
|
|
|
President
|
|
|
Date: July 12, 2021
|
|