Alclear Investments II, LLC - Nov 21, 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
Nov 21, 2022
Transactions value $
-$3,686,777
Form type
4
Date filed
11/22/2022, 03:29 PM
Previous filing
Nov 21, 2022
Next filing
Nov 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Sale -$3.69M -123K -100% $30.09 0 Nov 21, 2022 Direct F1, F2, F3
transaction YOU Class D Common Stock Disposed to Issuer -123K -1.88% 6.38M Nov 22, 2022 Direct F4, F5
transaction YOU Class B Common Stock Award +123K +78.82% 278K Nov 22, 2022 Direct F5, F6
transaction YOU Class B Common Stock Disposed to Issuer -123K -44.08% 155K Nov 22, 2022 Direct F3, F6
transaction YOU Class A Common Stock Award +123K 0 Nov 22, 2022 Direct F3

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 -123K -1.88% 6.38M Nov 22, 2022 Class B Common Stock and Class A Common Stock 123K Direct F5
* 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 $30.00 to $30.40, 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 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.
F5 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.
F6 Shares of 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.