Michael Z. Barkin - Aug 27, 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 27, 2024
Transactions value $: -$716,001
Form type: 4
Date filed: 8/28/2024, 05:03 PM
Previous filing: Jun 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	YOU	Class A Common Stock	Sale	-$478K	-16.7K	-52.02%	$28.68	15.4K	Aug 27, 2024	Direct	F1, F2
transaction	YOU	Class A Common Stock	Sale	-$238K	-8.33K	-54.13%	$28.56	7.06K	Aug 27, 2024	Direct	F2
transaction	YOU	Class C Common Stock	Disposed to Issuer		-16.7K	-9.27%		163K	Aug 28, 2024	Direct	F2, F3, F4
transaction	YOU	Class A Common Stock	Award		+16.7K			7.06K	Aug 28, 2024	Direct	F2

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		-16.7K	-9.27%		163K	Aug 28, 2024	Class A Common Stock	16.7K		Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.44 to $28.90, 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.
F2	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, 7,056 shares of Class A Common Stock were held.
F3	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.
F4	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.