Jeffery H. Boyd - Aug 15, 2024 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
Director
Signature
/s/ Lynn Haaland, Attorney-in-Fact
Stock symbol
YOU
Transactions as of
Aug 15, 2024
Transactions value $
-$4,221,000
Form type
4
Date filed
8/19/2024, 06:17 PM
Previous filing
Jul 15, 2024
Next filing
Oct 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Sale -$4.22M -150K -84.54% $28.14 27.4K Aug 15, 2024 Direct F1, F2, F3
transaction YOU Class C Common Stock Disposed to Issuer -150K -17.57% 704K Aug 19, 2024 Direct F3, F4, F5
transaction YOU Class A Common Stock Award +150K 27.4K Aug 19, 2024 Direct F3
holding YOU Class C Common Stock 231K Aug 15, 2024 See footnote F4, F5, F6

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 YOU Non-voting common units of Alclear Holdings, LLC Disposed to Issuer -150K -17.57% 704K Aug 19, 2024 Class A Common Stock 150K Direct F3, F5
holding YOU Non-voting common units of Alclear Holdings, LLC 231K Aug 15, 2024 Class A Common Stock 231K See footnote F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 14, 2022.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.00 to $28.35, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
F3 Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 27,431 shares of Class A Common Stock were held.
F4 Shares of 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 Common Units held.
F5 Pursuant to the terms of 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, 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.
F6 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.