Jeffery H. Boyd - Jun 30, 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Role
Director
Signature
/s/ Matthew Levine, Attorney-in-Fact
Stock symbol
YOU
Transactions as of
Jun 30, 2021
Transactions value $
$0
Form type
3
Date filed
6/30/2021, 04:54 PM
Previous filing
May 24, 2021
Next filing
Nov 26, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding YOU Class C common stock 904K Jun 30, 2021 Direct F1, F2
holding YOU Class C common stock 231K Jun 30, 2021 See footnote F1, 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 YOU Non-voting common units of Alclear Holdings, LLC Jun 30, 2021 Class A common stock 904K Direct F1, F2
holding YOU Non-voting common units of Alclear Holdings, LLC Jun 30, 2021 Class A common stock 231K See footnote F1, F2, F3
holding YOU Restricted Stock Units Jun 30, 2021 Class A common stock 12.1K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class C common stock of the Issuer (?Class C Common Stock?) have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units (?Common Units?) of Alclear Holdings, LLC (?Alclear?) held.
F2 Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the ?Exchange Agreement?), Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class A common stock of the Issuer (?Class A Common Stock?), which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire.
F3 The reporting person is the managing director of Brothers Brook, LLC, and the reporting person has dispositive control and voting control over the shares held by Brothers Brook, LLC.
F4 Represents restricted stock units (?RSUs?), each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The RSUs will vest on October 28, 2021, generally subject to the reporting person?s continued service.

Remarks:

See Exhibit 24.1 - Power of Attorney