Kenneth L. Cornick - 14 May 2025 Form 4 Insider Report for Clear Secure, Inc. (YOU)

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, 20:25:55 UTC
Previous filing
15 May 2025
Next filing
22 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 16 May 2025 0001868811

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 See footnote F1, F2, F3
transaction YOU Class D Common Stock Disposed to Issuer -315,591 -6.1% 4,841,444 16 May 2025 See footnote F3, F4, F5
transaction YOU Class B Common Stock Award +315,591 315,591 16 May 2025 See footnote F3, F4, F6
transaction YOU Class B Common Stock Disposed to Issuer -315,591 -100% 0 16 May 2025 See footnote F2, F3, F6
transaction YOU Class A Common Stock Award +315,591 0 16 May 2025 See footnote F2, F3
transaction YOU Class A Common Stock Sale $7,301,223 -291,466 -100% $25.05 0 15 May 2025 See footnote F2, F3, F7
transaction YOU Class D Common Stock Disposed to Issuer -291,466 -6% 4,549,978 16 May 2025 See footnote F3, F4, F5
transaction YOU Class B Common Stock Award +291,466 291,466 16 May 2025 See footnote F3, F4, F6
transaction YOU Class B Common Stock Disposed to Issuer -291,466 -100% 0 16 May 2025 See footnote F2, F3, F6
transaction YOU Class A Common Stock Award +291,466 0 16 May 2025 See footnote F2, F3
holding YOU Class A Common Stock 64,935 14 May 2025 Direct
holding YOU Class A Common Stock 125,447 14 May 2025 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 -315,591 -6.1% 4,841,444 16 May 2025 Class B Common Stock and Class A Common Stock 315,591 See footnote F3, F4, F5
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 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 $25.00 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 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 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.
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 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 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.