SC 13G 1 brhc10028208_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _____________________________________________________)*

Sharecare, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81948W104

(CUSIP Number)

July 1, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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 control number.

13G

CUSIP No. 81948W104

1	NAMES OF REPORTING PERSONS
	Hearst Communications, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			17,046,462

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			17,046,462

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,046,462

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.11%, calculated on the basis of there being 333,875,179 shares of common stock outstanding as of August 1, 2021, as disclosed in Issuer’s 10-Q filed August 11, 2021

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 81948W104

1	NAMES OF REPORTING PERSONS
	Hearst Holdings, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			17,046,462

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			17,046,462

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,046,462

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.11%, calculated on the basis of there being 333,875,179 shares of common stock outstanding as of August 1, 2021, as disclosed in Issuer’s 10-Q filed August 11, 2021

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 81948W104

1	NAMES OF REPORTING PERSONS
	The Hearst Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			17,046,462

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			17,046,462

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,046,462

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.11%, calculated on the basis of there being 333,875,179 shares of common stock outstanding as of August 1, 2021, as disclosed in Issuer’s 10-Q filed August 11, 2021

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 81948W104

1	NAMES OF REPORTING PERSONS
	The Hearst Family Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			17,046,462

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			17,046,462

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,046,462

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.11%, calculated on the basis of there being 333,875,179 shares of common stock outstanding as of August 1, 2021, as disclosed in Issuer’s 10-Q filed August 11, 2021

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (testamentary trust)

CUSIP No. 81948W104

ITEM 1.

(a)

Name of Issuer: Sharecare, Inc.

(b)

Address of Issuer's Principal Executive Offices: 255 East Paces Ferry Road NE, Suite 700, Atlanta, Georgia 30305

ITEM 2.

(a)

Name of Person Filing: This Statement is filed on behalf of each of the following persons:

Hearst Communications, Inc., a Delaware corporation (“HCI”);

Hearst Holdings, Inc., a Delaware corporation (“HHI”);

The Hearst Corporation, a Delaware corporation (“THC”); and

The Hearst Family Trust, a testamentary trust (the “Trust”).

(b)

Address of Principal Business Office, or if None, Residence: The principal business office of each of HCI, HHI and THC is 300 West 57^th Street, New York, New York 10019. The principal business office of the Trust is 1776 Broadway, Suite 802, New York, New York 10019.

(c)

Citizenship: Each of HCI, HHI and THC is a Delaware corporation. The Trust is a testamentary trust that was probated in California.

(d)

Title of Class of Securities: Common Stock, par value $0.0001 per share

(e)

CUSIP Number: 81948W104

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
		8).
(e)	☐	An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
		Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Not applicable.

ITEM 4.

OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: HCI is the beneficial owner of 17,046,462 shares of Common Stock of the Issuer. Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of HCI, HHI, THC and the Trust may be deemed to beneficially own the Securities. HHI has the power to direct the voting and disposition of the Securities as the controlling stockholder of HCI. THC has the power to direct the voting and disposition of the Securities as the controlling stockholder of HHI. The Trust has the power to direct the voting and disposition of the Securities as the controlling stockholder of THC. Accordingly, for purposes of this Statement, (i) HCI is reporting that it shares the power to direct the voting and disposition of the Securities beneficially owned by it and (ii) HHI, THC and the Trust are reporting that they share the power to direct the voting and disposition of the Securities beneficially owned by HCI.

(b)

Percent of class: 5.11%, calculated on the basis of there being 333,875,179 shares of common stock outstanding as of August 1, 2021, as disclosed in Issuer’s 10-Q filed August 11, 2021.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote: 17,046,462

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of: 17,046,462

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE

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.

Dated: August 19, 2021

	HEARST COMMUNICATIONS, INC.

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	HEARST HOLDINGS, INC.

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	THE HEARST CORPORATION

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	THE HEARST FAMILY TRUST

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Trustee

EXHIBIT A

JOINT FILING AGREEMENT

We, the signatories of the statement on Schedule 13G to which this Joint Filing Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: August 19, 2021

	HEARST COMMUNICATIONS, INC.

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	HEARST HOLDINGS, INC.

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	THE HEARST CORPORATION

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Executive Vice President and Chief Financial Officer

	THE HEARST FAMILY TRUST

	By: /s/ Mitchell I Scherzer
	Name:	Mitchell I. Scherzer
	Title:	Trustee

SEC Form SC 13G filed by Sharecare Inc.