Blackstone Capital Partners VII (IPO) NQ L.P. - 21 Nov 2022 Form 4 Insider Report for Alight, Inc. / Delaware (ALIT)

Role
10%+ Owner
Signature
BLACKSTONE CAPITAL PARTNERS VII (IPO) NQ L.P. By: Blackstone Management Associates VII NQ L.L.C., its general partner By: BMA VII NQ L.L.C., its sole member By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory
Issuer symbol
ALIT
Transactions as of
21 Nov 2022
Net transactions value
$0
Form type
4
Filing time
23 Nov 2022, 15:31:16 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALIT Class A Common Stock Other $0 -1,080,454 -2.2% $0.000000 47,578,727 21 Nov 2022 See Footnote F1, F2

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-1 common stock Other $0 -39,273 -2.2% $0.000000 1,729,436 21 Nov 2022 Class A Common Stock 39,273 Direct F1, F3, F4
transaction ALIT Class B-2 common stock Other $0 -39,273 -2.2% $0.000000 1,729,436 21 Nov 2022 Class A Common Stock 39,273 Direct F1, F3, F4, F5
transaction ALIT Class Z-A common stock Other $0 -43,416 -2.2% $0.000000 1,911,869 21 Nov 2022 Class A Common Stock 43,416 Direct F1, F3, F5, F6
transaction ALIT Class Z-B-1 common stock Other $0 -2,360 -2.2% $0.000000 103,943 21 Nov 2022 Class A Common Stock 2,360 Direct F1, F3, F4, F6, F7
transaction ALIT Class Z-B-2 common stock Other $0 -2,360 -2.2% $0.000000 103,943 21 Nov 2022 Class A Common Stock 2,360 Direct F1, F3, F4, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with an internal reorganization, Blackstone Capital Partners VII (IPO) NQ L.P. contributed a portion of the securities of the Issuer it directly held on behalf of an affiliated limited partner to a new affiliated investment vehicle, Blackstone Capital Partners VII.2 (IPO) NQ L.P. and distributed its interest in such affiliated investment vehicle to such limited partner. It then contributed its remaining Class A common stock to a new holding vehicle, BX Tempo ML Holdco 1 L.P. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer. Blackstone Capital Partners VII.2 (IPO) NQ L.P. BX Tempo ML Holdco 1 L.P. and their affiliates have separately reported their respective beneficial ownership of securities of the Issuer.
F2 Reflects Class A common stock indirectly held by Blackstone Capital Partners VII (IPO) NQ L.P. through its interest in BX Tempo ML Holdco 1 L.P.
F3 Reflects Class A common stock held by Blackstone Capital Partners VII (IPO) NQ L.P. The general partner of Blackstone Capital Partners VII (IPO) NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
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.
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.
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.