Kenneth L. Cornick - 13 May 2025 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Signature
/s/ Lynn Haaland, Attorney-in-Fact
Issuer symbol
YOU
Transactions as of
13 May 2025
Net transactions value
-$2,760,389
Form type
4
Filing time
15 May 2025, 21:01:40 UTC
Previous filing
03 Mar 2025
Next filing
16 May 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Cornick Kenneth L. Director, 10%+ Owner 85 10TH AVENUE, 9TH FLOOR, NEW YORK /s/ Lynn Haaland, Attorney-in-Fact 15 May 2025 0001868811

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Disposed to Issuer $2,760,389 -109,409 -100% $25.23 0 13 May 2025 See footnote F1, F2, F3
transaction YOU Class D Common Stock Disposed to Issuer -109,409 -2.1% 5,157,035 15 May 2025 See footnote F3, F4, F5
transaction YOU Class B Common Stock Award +109,409 +87% 234,856 15 May 2025 See footnote F3, F5, F6
transaction YOU Class B Common Stock Disposed to Issuer -109,409 -47% 125,447 15 May 2025 See footnote F2, F3, F6
transaction YOU Class A Common Stock Award +109,409 0 15 May 2025 See footnote F2, F3
transaction YOU Class B Common Stock Disposed to Issuer -125,447 -100% 0 15 May 2025 See footnote F3, F6, F7
transaction YOU Class A Common Stock Award +125,447 125,447 15 May 2025 See footnote F7, F8
holding YOU Class A Common Stock 64,935 13 May 2025 Direct

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 -109,409 -2.1% 5,157,035 15 May 2025 Class B Common Stock and Class A Common Stock 109,409 See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.15 to $25.37, 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.
F2 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.
F3 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.
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 Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
F7 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 on a one-for-one basis.
F8 By Family Revocable Trust. Alclear Investments II, LLC, which is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC, transferred the shares to a Family Revocable Trust.