Matthew Levine - Aug 8, 2022 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role: GC, Chief Privacy Off & Sec
Signature: /s/ Matthew Levine
Stock symbol: YOU
Transactions as of: Aug 8, 2022
Transactions value $: -$214,776
Form type: 4
Date filed: 8/10/2022, 05:34 PM
Previous filing: Aug 9, 2022
Next filing: Aug 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	YOU	Class A Common Stock	Sale	-$215K	-7.6K	-100%	$28.26	0	Aug 8, 2022	See footnote	F1, F2, F3, F4
transaction	YOU	Class C Common Stock	Disposed to Issuer		-7.6K	-1.67%		447K	Aug 9, 2022	See footnote	F3, F4, F5
transaction	YOU	Class A Common Stock	Award		+7.6K			0	Aug 9, 2022	See footnote	F3, F4
holding	YOU	Class A Common Stock						7.45K	Aug 8, 2022	Direct

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		-7.6K	-1.67%		447K	Aug 9, 2022	Class A Common Stock	7.6K		See footnote	F3, F4

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

Explanation of Responses:

Id	Content
F1	This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.04 to $28.60, 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"), non-voting 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 right 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, no shares of Class A Common Stock were held.
F4	Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC.
F5	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.