Alclear Investments II, LLC - Aug 5, 2022 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Matthew Levine, Attorney-in-Fact
Stock symbol
YOU
Transactions as of
Aug 5, 2022
Transactions value $
-$5,768
Form type
4
Date filed
8/10/2022, 09:25 PM
Previous filing
Jan 4, 2022
Next filing
Aug 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Sale -$5.77K -206 -100% $28.00 0 Aug 5, 2022 Direct F1, F2
transaction YOU Class D Common Stock Disposed to Issuer -206 0% 7.07M Aug 8, 2022 Direct F3, F4
transaction YOU Class B Common Stock Award +206 +0.11% 191K Aug 8, 2022 Direct F4, F5
transaction YOU Class B Common Stock Disposed to Issuer -206 -0.11% 190K Aug 8, 2022 Direct F2, F5
transaction YOU Class A Common Stock Award +206 0 Aug 8, 2022 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 -206 0% 7.07M Aug 8, 2022 Class B Common Stock and Class A Common Stock 206 Direct 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 Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of 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.
F3 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.
F4 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 of the Issuer ("Class B Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.
F5 Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

Remarks:

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.