Daniel S. Henson - 02 Jul 2024 Form 4 Insider Report for Alight, Inc. / Delaware (ALIT)

Footnote F1

The reported shares of Class A common stock ("Class A Shares") were received upon conversion of shares of Class Z-A common stock ("Class Z-A Shares") which vested in connection with the forfeiture of certain unvested Class A Shares held by issuer's management. Fractional vested Class Z-A Shares were settled in cash.

Footnote F2

The reported shares of Class V common stock ("Class V Shares") and Class A Units of Alight Holding Company LLC ("Class A Units" and "Alight Holdings," respectively) were received in connection with the vesting and and conversion of Class Z-A Units in connection with the forfeiture of corollary Class A Shares held by issuer's management. Vested fractional Class Z-A Units were settled in cash.

Footnote F3

Class V Shares do not represent economic interests in the issuer. Except as provided in the issuer's certificate of incorporation or as required by applicable law, holders of Class V Shares will be entitled to one vote per share on all matters to be voted on by the issuer's stockholders generally. Upon exchange of Class A Units that are held by the reporting persons and reported in Table II hereof, an equal number of Class V Shares will be cancelled for no consideration.

Footnote F4

Class A Units will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting persons can be exchanged, up to once per calendar quarter for an equal number of shares of the issuer's Class A common stock ("Class A Shares"). Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering s Class A Shares for any Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the Class A Shares ending on the day such measurement is made.

Footnote F5

Shares of Class B-1 common stock ("Class B-1 Shares") and shares of Class B-2 common stock ("Class B-2 Shares" and, together with Class B-1 Shares, "Class B Shares") do not represent economic interests in the issuer, except for participation together with Class A Shares in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B Shares are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B Shares will automatically convert into Class A Shares on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B vesting events.

Footnote F6

The reported securities were received upon conversion of Class Z-B-1 common stock ("Class Z-B-1 Shares") and shares of Class Z-B-2 common stock ("Class Z-B-2 Shares") which vested in connection with the forfeiture of certain corollary Class B-1 Shares and Class B-2 Shares held by issuer's management. Fractional vested Class Z-B-1 and Class Z-B-2 Shares were settled in cash.

Footnote F7

Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting rights or rights to distributions. Class B Units will vest and automatically convert into an equal number of Class A Units as follows: (i) the Class B-1 Units will vest upon the occurrence of a Class B-1 vesting event and (ii) the Class B-2 Units will vest upon the occurrence of a Class B-2 vesting event. Upon the conversion of a Class B Unit, the holder of such Class B Unit will be entitled to receive a payment (a "Dividend Catch-Up Payment") equal to the aggregate amount of distributions paid per Class A Unit (excluding tax distributions) from July 2, 2021 and ending on the day prior to the date on which such Class B Unit converts into a Class A Unit. If any of the Class B Units do not vest on or before July 2, 2028, such units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any Dividend Catch-Up Payments.

Footnote F8

The reported Class Z-B-1 Units and Class Z-B-2 Units vested and converted into Class B-1 Units and Class B-2 Units in connection with the forfeiture of corollary Class B-1 Shares and Class B-2 Shares, respectively, that were held by issuer's management. Vested fractional Class Z-B-1 Units and Class Z-B-2 Units were settled in cash.

Footnote F9

Class Z-A Shares vest and convert into Class A Shares in connection with the forfeiture of certain corollary unvested Class A Shares held by issuer's management.

Footnote F10

The remaining 17,468.17 Class Z-A Shares, 902.90 Class Z-B-1 Shares and 902.90 Class Z-B-2 Shares previously reported by the Reporting Person were forfeited for no consideration in connection with the vesting of the corollary Class A Shares, Class B-1 Shares and Class B-2 Shares, respectively, that were held by issuer's management.

Footnote F11

Class Z Units will initially be unvested and will not be entitled to share in any profits or losses of Alight Holdings and will not have any voting rights or rights to distributions. In the event that any Class A common stock or Class B-1 or B-2 common stock is forfeited by management under the terms of the applicable award agreement, an equivalent portion of the unvested shares of Company Class Z-A common stock and Class Z-A Units, in the aggregate, or Company Class Z-B-1 or Z-B-2 common stock and Class Z-B-1 or Z-B-2 Units, in the aggregate, will vest, with such vested portion being allocated among the holders of Class Z common stock and Class Z Units based on the allocation principles under the issuer's business combination agreement.

Footnote F12

The remaining 1,214.41 Class Z-A Units, 62.90 Class Z-B-1 Units and 62.90 Class Z-B-2 Units previously reported by the Reporting Person were forfeited for no consideration in connection with the vesting of the corollary Class A Shares, Class B-1 Shares or Class B-2 Shares held by issuer's management.

Footnote F13

Class Z-B-1 Shares and Class Z-B-2 Shares (i) vest and convert into Class B-1 Shares and Class B-2 Shares, respectively, in the event the certain corollary Class B-1 Shares and Class B-2 Shares held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) are forfeited for no consideration in the event that such corollary Class B-1 Shares or Class B-2 Shares vest.