Alclear Investments II, LLC - 14 May 2025 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Lynn Haaland, Attorney-in-Fact
Issuer symbol
YOU
Transactions as of
14 May 2025
Net transactions value
-$15,197,310
Form type
4
Filing time
16 May 2025, 20:22:03 UTC
Previous filing
15 May 2025
Next filing
22 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Alclear Investments II, LLC Director, Other*, 10%+ Owner 85 10TH AVE, 9TH FLOOR, NEW YORK /s/ Lynn Haaland, Attorney-in-Fact 16 May 2025 0001869245

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A Common Stock Sale $7,896,087 -315,591 -100% $25.02 0 14 May 2025 Direct F1, F2
transaction YOU Class D Common Stock Disposed to Issuer -315,591 -6.1% 4,841,444 16 May 2025 Direct F3, F4
transaction YOU Class B Common Stock Award +315,591 315,591 16 May 2025 Direct F3, F5
transaction YOU Class B Common Stock Disposed to Issuer -315,591 -100% 0 16 May 2025 Direct F2, F5
transaction YOU Class A Common Stock Award +315,591 0 16 May 2025 Direct F2
transaction YOU Class A Common Stock Sale $7,301,223 -291,466 -100% $25.05 0 15 May 2025 Direct F2, F6
transaction YOU Class D Common Stock Disposed to Issuer -291,466 -6% 4,549,978 16 May 2025 Direct F3, F4
transaction YOU Class B Common Stock Award +291,466 291,466 16 May 2025 Direct F3, F5
transaction YOU Class B Common Stock Disposed to Issuer -291,466 -100% 0 16 May 2025 Direct F2, F5
transaction YOU Class A Common Stock Award +291,466 0 16 May 2025 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 -315,591 -6.1% 4,841,444 16 May 2025 Class B Common Stock and Class A Common Stock 315,591 Direct F3
transaction YOU Non-voting common units of Alclear Holdings, LLC Disposed to Issuer -291,466 -6% 4,549,978 16 May 2025 Class B Common Stock and Class A Common Stock 291,466 Direct F3
* 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 $25.00 to $25.10, 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 each of the sale transactions described in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held.
F3 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.
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 Shares of Class B common stock of the Issuer ("Class B Common Stock") have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.00 to $25.20, 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.

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.