| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | YOU | Class B Common Stock | 852K | Aug 5, 2022 | Direct | F1, F2, F3, F4 | |||||
| holding | YOU | Class D Common Stock | 19.6M | Aug 5, 2022 | Direct | F1, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | YOU | Non-voting common units of Alclear Holdings, LLC | 19.6M | Aug 5, 2022 | Class B Common Stock and Class A Common Stock | 19.6M | Direct | F1, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On each of August 9, 2022 and August 10, 2022, a Form 4 was mistakenly filed on behalf of Alclear Investments, LLC reporting sales of shares of Class A common stock of the Issuer ("Class A Common Stock") pursuant to a Rule 10b5-1 trading plan. These sales were in fact made by Alclear Investments II, LLC. This Form 4 is being filed to report that Alclear Investments, LLC does not have a Rule 10b5-1 trading plan and that no such sales were made by Alclear Investments, LLC. |
| F2 | Shares of Class B common stock of the Issuer ("Class B Common Stock") have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). |
| F3 | Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock will automatically convert into a share of Class A Common Stock on a one-for-one basis, and each share of Class D common stock of the Issuer ("Class D Common Stock") will automatically convert into a share of Class C common stock of the Issuer on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person's permitted ownership group as described in the Issuer's Certificate of Incorporation, (iii) upon the fifth anniversary of the consummation of the Issuer's initial public offering, (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person's permitted ownership group, (continued in FN4) |
| F4 | (continued from FN3) (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person's consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer's Certificate of Incorporation, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer's Certificate of Incorporation) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer's initial public offering. |
| F5 | 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"), vested non-voting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class D Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class B Common Stock on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of shares 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 | Shares of 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 Common Units held. |
By virtue of its relationship with Ms. Caryn Seidman-Becker, the sole manager of Alclear Investments, LLC and an equityholder of Alclear Investments, LLC, the reporting person may be deemed to be director by deputization.