Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] 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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Ferrero Justin	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 __X__ Officer (give title below) _____ Other (specify below) President, CFO
(Last) (First) (Middle) C/O SHARECARE, INC.,, 255 EAST PACES FERRY ROAD NE SUITE 700	3. Date of Earliest Transaction (MM/DD/YYYY) 8/13/2021
(Street) ATLANTA, GA 30305 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$10.00	8/13/2021		A		1425986		⁽¹⁾	8/13/2031	Common Stock	1425986	$0.00	1425986	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽²⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽³⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁴⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁵⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁶⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁷⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁸⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽⁹⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240751		⁽¹⁰⁾	8/13/2031	Common Stock	240751	$0.00	240751	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240750		⁽¹¹⁾	8/13/2031	Common Stock	240750	$0.00	240750	D
Performance Stock Options (right to buy)	$10.00	8/13/2021		A		240750		⁽¹²⁾	8/13/2031	Common Stock	240750	$0.00	240750	D

Explanation of Responses:
(1)	Stock options vest and become exercisable in three equal installments on the first, second and third anniversary of the grant date, subject to the Reporting Person's continued employment.
(2)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $15.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(3)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $17.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(4)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2022 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $20.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(5)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $22.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(6)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $25.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(7)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $27.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(8)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2023 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $30.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(9)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $32.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(10)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $35.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(11)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $37.50 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.
(12)	Performance-vesting stock options will vest and become exercisable on the later of (1) August 13, 2024 and (2) satisfaction of the stock price performance hurdle, in each case, subject to the Reporting Person's continued employment. The stock price performance hurdle will be satisfied if: (i) the average of the daily closing prices of a share of Common Stock reported on the Nasdaq Global Select Market during any 60 consecutive trading day period concluding on or prior to the fifth anniversary of the grant date; and (ii) the daily closing price during any 40 trading days within such 60 trading day period, is equal to or greater than $40.00 per share. In the event the price performance hurdle is not satisfied prior to August 13, 2026, the award will be forfeited.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ferrero Justin C/O SHARECARE, INC., 255 EAST PACES FERRY ROAD NE SUITE 700 ATLANTA, GA 30305			President, CFO