Daniel S. Henson - Jul 2, 2021 Form 3 Insider Report for Alight Group, Inc. (ALIT)

Role
Director
Signature
/s/ Paulette Dodson, General Counsel and Corporate Secretary, as Attorney-in-Fact
Stock symbol
ALIT
Transactions as of
Jul 2, 2021
Transactions value $
$0
Form type
3
Date filed
7/12/2021, 09:38 PM
Next filing
Sep 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALIT Class A Common Stock 1.92M Jul 2, 2021 Direct F1
holding ALIT Class V Common Stock 42.1K Jul 2, 2021 By Tempo Management, LLC F2, F3

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
holding ALIT Class A Units Jul 2, 2021 Class A Common Stock 42.1K By Tempo Management, LLC F3
holding ALIT Class B-1 Common Stock Jul 2, 2021 Class A Common Stock 58.7K Direct F4
holding ALIT Class B-2 Common Stock Jul 2, 2021 Class A Common Stock 58.7K Direct F5
holding ALIT Class Z-A Common Stock Jul 2, 2021 Class A Common Stock 21.6K Direct F6
holding ALIT Class Z-B-1 Common Stock Jul 2, 2021 Class A Common Stock 1.18K Direct F4, F7
holding ALIT Class Z-B-2 Common Stock Jul 2, 2021 Class A Common Stock 1.18K Direct F5, F8
holding ALIT Class B-1 Units Jul 2, 2021 Class A Common Stock 1.36K By Tempo Management, LLC F3, F9
holding ALIT Class B-2 Units Jul 2, 2021 Class A Common Stock 1.36K By Tempo Management, LLC F3, F9
holding ALIT Class Z-A Units Jul 2, 2021 Class A Common Stock 1.51K By Tempo Management, LLC F3, F10, F11, F12
holding ALIT Class Z-B-1 Units Jul 2, 2021 Class A Common Stock 82 By Tempo Management, LLC F3, F9, F10, F11, F12
holding ALIT Class Z-B-2 Units Jul 2, 2021 Class A Common Stock 82 By Tempo Management, LLC F3, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 1,311,272 shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.
F2 Shares of Class V common stock do not represent economic interests in the issuer. Except as provided in the issuer's certificate of incorporation or as required by applicable law, holders of Class V common stock will be entitled to one vote per share on all matters to be voted on by the issuer's stockholders generally. Upon exchange of Class A Units of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting persons and reported in Table II hereof, an equal number of shares of the issuer's Class V common stock will be cancelled for no consideration.
F3 Class A Units of Alight Holdings ("Class A Units") will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting persons can be exchanged, up to once per calendar quarter (and in the case of certain Blackstone entities, twice per calendar quarter in the aggregate), for an equal number of shares of the issuer's Class A common stock. Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering shares of the issuer's Class A common stock for any Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the issuer's Class A common stock ending on the day such measurement is made.
F4 Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events. Includes 39,164 shares of Class B-1 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.
F5 Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events. Includes 39,164 shares of Class B-2 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.
F6 Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.
F7 Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.
F8 Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.
F9 Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting rights or rights to distributions. Class B Units will vest and automatically convert into an equal number of Class A Units as follows: (i) the Class B-1 Units will vest upon the occurrence of a Class B-1 vesting event and (ii) the Class B-2 Units will vest upon the occurrence of a Class B-2 vesting event. Upon the conversion of a Class B Unit, the holder of such Class B Unit will be entitled to receive a payment (a "Dividend Catch-Up Payment") equal to the aggregate amount of distributions paid per Class A Unit (excluding tax distributions) from July 2, 2021 and ending on the day prior to the date on which such Class B Unit converts into a Class A Unit. If any of the Class B Units do not vest on or before July 2, 2028, such units will be automatically forfeited and cancelled for no consideration, and will not be entitled to receive any Dividend Catch-Up Payments.
F10 Class Z Units will initially be unvested and will not be entitled to share in any profits or losses of Alight Holdings and will not have any voting rights or rights to distributions. In the event that any Class A common stock or Class B-1 or B-2 common stock is forfeited by management under the terms of the applicable award agreement, an equivalent portion of the unvested shares of Company Class Z-A common stock and Class Z-A Units, in the aggregate, or Company Class Z-B-1 or Z-B-2 common stock and Class Z-B-1 or Z-B-2 Units, in the aggregate, will vest, with such vested portion being allocated among the holders of Class Z common stock and Class Z Units based on the allocation principles under the issuer's business combination agreement.
F11 Only if and when an applicable vesting event has occurred with respect to a whole Class Z-A Unit or Class Z-B Unit, the unit will automatically convert into a Class A or Class B Unit, as applicable, at which time such units will be entitled to all of the benefits of those Class A Units or Class B Units. In addition, (x) each Class Z-A Unit that converts into a Class A Unit will entitle the holder to receive the aggregate amount of any distributions declared on the Class A Units since the closing date (a "Distribution Catch-Up Payment") and (y) if a Class B vesting event occurs resulting in the conversion of any unvested Class B consideration into unvested Class A consideration because such consideration remains unvested under the terms of a management award agreement,
F12 (Continued from Footnote 11) such management holder will not be entitled to a Distribution Catch-Up Payment upon the conversion event and, if and when such unvested Class A consideration is forfeited (triggering the vesting and conversion of the corresponding Class Z consideration), the Distribution Catch-Up Payment will be paid to the converting holders of Class Z Units.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney