| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALIT | Class A common stock | Options Exercise | +15.1M | +65.24% | 38.3M | Dec 20, 2021 | See notes | F1, F2, F6 | ||
| transaction | ALIT | Class A common stock | Disposed to Issuer | -11.2M | -29.22% | 27.1M | Dec 20, 2021 | See notes | F1, F2, F3, F4, F6 | ||
| holding | ALIT | Class A common stock | 357K | Dec 20, 2021 | Direct | F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALIT | Class C LLC Units | Options Exercise | -15.1M | -100% | 0 | Dec 20, 2021 | Class A common stock | 15.1M | See notes | F1, F2, F6, F7 |
| 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 ("Bilcar"). The Reporting Person is the managing member of Trasimene Capital Management, LLC. 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 ("Trasimene"). Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital Management, 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 | Bilcar and Trasimene exchanged 4,540,000 and 10,593,333 Class C LLC Units, respectively, on a make-whole exchange and cashless basis pursuant to a Second Amended and Restated Limited Liability Company Agreement of Alight Holding Company, LLC, dated July 2, 2021, as amended (the "LLC Agreement"), and a Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated May 29, 2020, as amended (the "Warrant Agreement"), following the Issuer's Notice of Redemption of Class C Units. Each of Bilcar and Trasimene received 0.26 shares per Class C LLC Unit, and the Issuer withheld 0.74 shares per Class C LLC Unit exchanged. Pursuant to the Issuer's Notice of Redemption, Class C LLC Units remaining unexchanged on December 27, 2021 would cease to be exchangeable. |
| F3 | Represents 3,359,600 shares of Class A common stock deemed withheld by the Issuer from Bilcar and 7,839,067 shares of Class A common stock deemed withheld by the Issuer from Trasimene, in each case, in connection with the make-whole exchange on a cashless basis pursuant to the LLC Agreement and Warrant Agreement. |
| F4 | Represents shares of Class A common stock held directly as follows: 8,139,650 by Bilcar and 18,992,516 by Trasimene. |
| F5 | Includes 100,000 shares of Class A common stock, 250,000 restricted stock units scheduled to vest in approximately three equal installments on December 31, 2021, December 31, 2022 and December 31, 2023, and 6,591 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. |
| F6 | 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. |
| F7 | Not applicable. |