Kenneth L. Cornick - Aug 10, 2022 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role: President & CFO, Director, 10%+ Owner
Signature: /s/ Matthew Levine, Attorney-in-Fact
Stock symbol: YOU
Transactions as of: Aug 10, 2022
Transactions value $: -$1,223,722
Form type: 4
Date filed: 8/11/2022, 09:27 PM
Previous filing: Aug 10, 2022
Next filing: Aug 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	YOU	Class A Common Stock	Sale	-$1.22M	-43.4K	-100%	$28.21	0	Aug 10, 2022	See footnote	F1, F2, F3, F4
transaction	YOU	Class D Common Stock	Disposed to Issuer		-43.4K	-0.63%		6.83M	Aug 11, 2022	See footnote	F4, F5, F6
transaction	YOU	Class B Common Stock	Award		+43.4K	+22.78%		234K	Aug 11, 2022	See footnote	F4, F6, F7
transaction	YOU	Class B Common Stock	Disposed to Issuer		-43.4K	-18.55%		190K	Aug 11, 2022	See footnote	F3, F4, F7
transaction	YOU	Class A Common Stock	Award		+43.4K			0	Aug 11, 2022	See footnote	F3, F4
holding	YOU	Class A Common Stock						79.9K	Aug 10, 2022	By Family Revocable Trust

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		-43.4K	-0.63%		6.83M	Aug 11, 2022	Class B Common Stock and Class A Common Stock	43.4K		See footnote	F4, F6

* 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 $28.01 to $28.39, 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 Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).