General Atlantic, L.P. - Jun 30, 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Role: 10%+ Owner
Signature: /s/ J. Frank Brown
Stock symbol: YOU
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/30/2021, 05:36 PM
Previous filing: Jun 1, 2021
Next filing: Jul 7, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	YOU	Class A common stock						8.99M	Jun 30, 2021	See footnote	F1, F2, F3, F4

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	Class C common stock							Jun 30, 2021	Class A common stock	5.91M		See footnote	F2, F3, F4, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	Reflects 182,074 shares of Class A common stock held directly by GAPCO AIV Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV Interholdco") and 8,802,939 shares of Class A common stock held directly by GA AIV-1 B Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV B Interholdco").
F2	The members of GA AIV Interholdco, GA AIV B Interholdco, GA AC and GA AC 2 that share beneficial ownership of the interests held by General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC") and General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC 2"), are the following investment funds (the "GA Funds"): General Atlantic Partners AIV (AC), L.P., a Delaware limited partnership ("GA Partners AIV"), GAPCO AIV Holdings, L.P., a Delaware limited partnership ("GAPCO AIV"), General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership ("GAP AIV-1 B"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV") and (continued in FN3)
F3	(continued from FN2) GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). The general partner of GA Partners AIV is General Atlantic GenPar (AC), L.P., a Delaware limited partnership ("GA GenPar AC"). General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV") is the general partner of GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GAPCO AIV and GA GenPar AC. The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar").
F4	The general partner of GA GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are nine members of the management committee of GA LLC (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.
F5	The reporting person may exchange shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) for shares of Class A common stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement to be entered into at the closing of the initial public offering of Clear Secure, Inc. (the "Issuer").
F6	Each share of Class C common stock represents the right to receive one share of Class A common stock of the Issuer, if exchanged together with one common unit of Alclear Holdings, LLC, in accordance with the terms and subject to the restrictions to be set forth in the Exchange Agreement in footnote (4) above.
F7	Reflects 1,027,613 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC 2 and 4,881,386 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC.

Remarks:

GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GA GenPar, GA GenPar AC, GA SPV, GA LLC and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. // Form 1 of 2