Kenneth L. Cornick - 17 Sep 2024 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
President & CFO, Director, 10%+ Owner
Signature
/s/ Lynn Haaland, Attorney-in-Fact
Issuer symbol
YOU
Transactions as of
17 Sep 2024
Net transactions value
-$8,075,000
Form type
4
Filing time
19 Sep 2024, 17:03:55 UTC
Previous filing
18 Sep 2024
Next filing
20 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Sale $8,075,000 -250,000 -100% $32.30 0 17 Sep 2024 See footnote F1, F2, F3, F4
transaction YOU Class D Common Stock Disposed to Issuer -250,000 -4.3% 5,566,444 19 Sep 2024 See footnote F4, F5, F6
transaction YOU Class B Common Stock Award +250,000 +199% 375,447 19 Sep 2024 See footnote F4, F6, F7
transaction YOU Class B Common Stock Disposed to Issuer -250,000 -67% 125,447 19 Sep 2024 See footnote F3, F4, F7
transaction YOU Class A Common Stock Award +250,000 0 19 Sep 2024 See footnote 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
transaction YOU Non-voting common units of Alclear Holdings, LLC Disposed to Issuer -250,000 -4.3% 5,566,444 19 Sep 2024 Class B Common Stock and Class A Common Stock 250,000 See footnote F4, 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 March 12, 2024.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $32.00 to $32.61, 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 Alclear Investments II, LLC is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC.
F5 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.
F6 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.
F7 Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).