BX Tempo ML Holdco 1 L.P. - Nov 21, 2022 Form 3 Insider Report for Alight, Inc. / Delaware (ALIT)

Role: 10%+ Owner
Signature: BX TEMPO ML HOLDCO 1 L.P., By: BX Tempo ML Holdco 1 GP L.L.C., its general partner, By: /s/ Brijesh Kalaria, Name: Brijesh Kalaria, Title: Vice President
Stock symbol: ALIT
Transactions as of: Nov 21, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/23/2022, 03:35 PM
Next filing: Dec 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ALIT	Class A common stock						48.7M	Nov 21, 2022	See Footnote	F1, F2, F3, F6, F14, F15
holding	ALIT	Class A common stock						88.9K	Nov 21, 2022	See Footnote	F1, F2, F4, F6, F14, F15
holding	ALIT	Class A common stock						48.6M	Nov 21, 2022	See Footnote	F1, F2, F4, F6, F7, F8, F14, F15

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							Nov 21, 2022	Class A common stock	48.6M		See Footnote	F1, F2, F4, F6, F8, F14, F15
holding	ALIT	Class B-1 common stock							Nov 21, 2022	Class A common stock	39.3K		Direct	F1, F2, F5, F6, F9, F14, F15
holding	ALIT	Class B-2 common stock							Nov 21, 2022	Class A common stock	39.3K		Direct	F1, F2, F5, F6, F10, F14, F15
holding	ALIT	Class Z-A common stock							Nov 21, 2022	Class A common stock	43.4K		Direct	F1, F2, F5, F6, F11, F14, F15
holding	ALIT	Class Z-B-1 common stock							Nov 21, 2022	Class A common stock	2.36K		Direct	F1, F2, F5, F6, F9, F12, F14, F15
holding	ALIT	Class Z-B-2 common stock							Nov 21, 2022	Class A common stock	2.36K		Direct	F1, F2, F5, F6, F10, F13, F14, F15

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 21, 2022, in connection with an internal reorganization, Blackstone Capital Partners VII (IPO) NQ L.P. contributed a portion of the securities of Alight, Inc. (the "Issuer") it directly held on behalf of an affiliated limited partner to a new affiliated investment vehicle, Blackstone Capital Partners VII.2 (IPO) L.P. and distributed its interest in such affiliated investment vehicle to such limited partner. Following such transfer, each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. contributed the shares of Class A common stock directly held to BX Tempo ML Holdco 1 L.P. and each of Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. contributed the Class A common stock, Class A Units of Alight Holding Company, LLC ("Alight Holdings") and Class V common stock of the Issuer directly held to BX Tempo ML Holdco 2 L.P.
F2	(continued from footnote (1)) Such transfers did not represent any change in the aggregate number of securities of the Issuer and Alight Holdings 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. Additional securities of the Issuer and Alight Holdings held by the Blackstone funds not reported herein are separately reported pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended.
F3	Reflects securities held directly by BX Tempo ML Holdco 1 L.P., the general partner of which is BX Tempo ML Holdco 1 GP L.L.C. Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. are the members of BX Tempo ML Holdco 1 GP L.L.C. The general partner of each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (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.
F4	Reflects securities held directly by BX Tempo ML Holdco 2 L.P., the general partner of which is BX Tempo ML Holdco 2 GP L.L.C. Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. are the members of BX Tempo ML Holdco 2 GP L.L.C. The general partner of Blackstone Capital Partners VII 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 sole member of BCP VII SBS Holdings L.L.C. is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C. The general partner of Blackstone Family Investment Partnership VII - ESC NQ L.P. is BCP VII Side-by-Side GP NQ L.L.C. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates-NQ L.L.C.
F5	Reflects securities directly held by Blackstone Capital Partners VII.2 (IPO) NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C.
F6	Blackstone Holdings II L.P. is the managing member of each of BMA VII NQ L.L.C. and BTAS Associates-NQ L.L.C. and the sole member of BCP VII Side-by-Side GP NQ L.L.C. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Side-by-Side Umbrella GP L.L.C. is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management 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.
F7	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 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.
F8	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 the Blackstone entities described herein, 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.
F9	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.
F10	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.
F11	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.
F12	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.
F13	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.
F14	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F15	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.