Delta Air Lines, Inc. - Jun 30, 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Role
10%+ Owner
Signature
/s/ William C. Carroll, Interim Co-CFO, SVP - Finance and Controller of Delta Air Lines, Inc.
Stock symbol
YOU
Transactions as of
Jun 30, 2021
Transactions value $
$0
Form type
3
Date filed
6/30/2021, 05:23 PM
Next filing
Jul 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding YOU Class C common stock 8.28M Jun 30, 2021 Direct F1, F2, 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
holding YOU Non-voting common units of Alclear Holdings, LLC Jun 30, 2021 Class A common stock 8.28M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class C common stock of the Issuer have one vote per share but no economic rights and are issued in an equal amount to the number of non-voting common units of Alclear Holdings, LLC ("Common Units") held.
F2 Pursuant to the terms of the Exchange Agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC, the reporting person and the other holders of Common Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement") and that certain letter agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC and the reporting person, Common Units held by the reporting person, together with a corresponding number of shares of Class C common stock held by the reporting person, may be exchanged for, at the option of the Issuer's board of directors, (i) shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or (ii) cash from a substantially concurrent public offering (based on the price of the Class A common stock in such public offering).
F3 The exchange rights under the Exchange Agreement do not expire.