| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | YOU | Class A Common Stock | Sale | -$7.05M | -227K | -100% | $31.05 | 0 | Sep 9, 2024 | Direct | F1, F2, F3 |
| transaction | YOU | Class D Common Stock | Disposed to Issuer | -227K | -3.68% | 5.94M | Sep 10, 2024 | Direct | F4, F5 | ||
| transaction | YOU | Class B Common Stock | Award | +227K | +180.97% | 352K | Sep 10, 2024 | Direct | F5, F6 | ||
| transaction | YOU | Class B Common Stock | Disposed to Issuer | -227K | -64.41% | 125K | Sep 10, 2024 | Direct | F3, F6 | ||
| transaction | YOU | Class A Common Stock | Award | +227K | 0 | Sep 10, 2024 | Direct | F3 |
| 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 | -227K | -3.68% | 5.94M | Sep 10, 2024 | Class B Common Stock and Class A Common Stock | 227K | Direct | F5 |
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).
| Id | Content |
|---|---|
| F1 | This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on March 12, 2024. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.00 to $31.30, 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 Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("Class B Common Stock") was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. 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, no shares of Class A Common Stock are held. |
| F4 | Shares of Class D Common Stock of the Issuer ("Class D Common Stock") have 20 votes 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 units ("Common Units") of Alclear Holdings, LLC ("Alclear") held. |
| F5 | 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 D Common Stock, were exchanged for Class B Common Stock on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. |
| F6 | Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). |
By virtue of its relationship with Mr. Kenneth Cornick, the sole manager of Alclear Investments II, LLC and an equityholder of Alclear Investments II, LLC, the reporting person may be deemed to be a director by deputization.