Matthew Levine - Jun 30, 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Role: GC & Chief Privacy Officer
Signature: /s/ Matthew Levine
Stock symbol: YOU
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/30/2021, 04:56 PM
Next filing: Jul 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	YOU	Class C common stock						455K	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	455K		See footnote	F1, F2, F3
holding	YOU	Restricted Stock Units							Jun 30, 2021	Class A common stock	25K		Direct	F4
holding	YOU	Restricted Stock Units							Jun 30, 2021	Class A common stock	9.99K		Direct	F5

* 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?), vested 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. A portion of the Common Units remain unvested until October 3, 2022.
F3	Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine 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 January 1, 2024, generally subject to the reporting person?s continued service.
F5	Represents 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 March 15, 2024, generally subject to the reporting person?s continued service.