William P. Foley II - Jul 2, 2021 Form 4 Insider Report for Alight Group, Inc. (ALIT)

Role
Director
Signature
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II
Stock symbol
ALIT
Transactions as of
Jul 2, 2021
Transactions value $
$0
Form type
4
Date filed
7/7/2021, 07:17 PM
Previous filing
Jun 28, 2021
Next filing
Sep 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALIT Class A common stock Options Exercise +23.2M +23197.5% 23.3M Jul 2, 2021 See notes F1, F3, F4, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALIT Class B common stock Disposed to Issuer -2.58M -10% 23.2M Jul 2, 2021 Class A common stock 2.58M See notes F1, F2, F7
transaction ALIT Class B common stock Options Exercise -23.2M -100% 0 Jul 2, 2021 Class A common stock 23.2M See notes F1, F3, F7
transaction ALIT Class C LLC Units Award +15.1M 15.1M Jul 2, 2021 Class A common stock 15.1M See notes F1, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 William P. Foley, II (the "Reporting Person") is the sole member of Bilcar FT, LLC, which, in turn, is the sole general partner of Bilcar FT, LP. The Reporting Person is also the sole member of Trasimene Capital FT, LLC, which, in turn, is the sole general partner of Trasimene Capital FT, LP. Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital FT, LP and Trasimene Capital FT, LLC, the Reporting Person may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
F2 On July 2, 2021, immediately prior to the closing of the Business Combination (as defined below), Trasimene Capital FT, LP forfeited and surrendered to Foley Trasimene Acquisition Corp. ( "FTAC") 1,804,250 shares of FTAC Class B common stock and Bilcar FT, LP forfeited and surrendered to FTAC 773,250 shares of FTAC Class B common stock, in each case, for no consideration, pursuant to that certain Amended and Restated Sponsor Agreement, dated as of January 25, 2021, by and among FTAC , Alight, Inc. (the "Issuer"), Tempo Holding Company, LLC ( "Tempo"), Bilcar FT, LP, Trasimene Capital FT, LP, William P. Foley, II and certain other parties thereto (the "Sponsor Agreement").
F3 On July 2, 2021, each share of Class B common stock of FTAC directly held by Bilcar FT, LP and Trasimene FT, LP automatically converted into one share of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") among FTAC, the Issuer and Tempo, pursuant to that certain Amended and Restated Business Combination Agreement, dated April 29, 2021, by and among the Issuer, FTAC and certain other parties thereto, as amended (the "Business Combination Agreement").
F4 Represents shares of Class A common stock of the Issuer directly held following the Business Combination as follows: 100,000 by Mr. Foley; 16,238,250 by Trasimene Capital FT, LP; and 6,959,250 by Bilcar FT, LP.
F5 On July 2, 2021, in connection with the Business Combination, and pursuant to the Business Combination Agreement and the Sponsor Agreement, each of Bilcar FT, LP and Trasimene Capital FT, LP received Class C Units of Alight Holding Company, LLC, a subsidiary of the Issuer, in exchange for Class C shares of FTAC as the surviving corporation following the merger of a subsidiary of the Issuer with and into FTAC. Such Class C Units are exchangeable, at the election of Bilcar FT, LP and Trasimene Capital FT, LP, respectively, for either cash or shares of Class A common stock of the Issuer, as determined by the Issuer, in accordance with the limited liability company agreement of Alight Holding Company, LLC.
F6 Represents Class C LLC units of Alight Holding Company, LLC directly held following the Business Combination as follows: 10,593,333 by Foley Trasimene FT, LP and 4,540,000 by Bilcar FT, LP.
F7 Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

Remarks:

As of July 2, 2021, in connection with the consummation of the Business Combination, the Issuer became the successor issuer to FTAC, in each case, as defined in this report.