Kenneth L. Cornick - 11 Oct 2024 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
15 Oct 2024, 18:31:25 UTC
Prior SEC filing
20 Sep 2024
Next SEC filing
03 Mar 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Lynn Haaland, Attorney-in-Fact

Key filing fact

Kenneth L. Cornick filed Form 4 for Clear Secure, Inc. (YOU) on 15 Oct 2024.

Key facts

  • This page summarizes Kenneth L. Cornick's Form 4 filing for Clear Secure, Inc. (YOU).
  • 6 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 15 Oct 2024, 18:31.

Change

  • Previous filing in this sequence was filed on 20 Sep 2024.
  • Current net transaction value: -$5,112,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

YOU transaction

Class A Common Stock

Sale

Transaction value
$5,112,000
Shares
-150,000
Change %
-100%
Price
$34.08
Shares after
0
Date
11 Oct 2024
Ownership
See footnote
Footnotes
F1, F2, F3, F4
YOU transaction

Class D Common Stock

Disposed to Issuer

Transaction value
Shares
-150,000
Change %
-2.8%
Price
Shares after
5,266,444
Date
15 Oct 2024
Ownership
See footnote
Footnotes
F4, F5, F6
YOU transaction

Class B Common Stock

Award

Transaction value
Shares
+150,000
Change %
+120%
Price
Shares after
275,447
Date
15 Oct 2024
Ownership
See footnote
Footnotes
F4, F6, F7
YOU transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares
-150,000
Change %
-54%
Price
Shares after
125,447
Date
15 Oct 2024
Ownership
See footnote
Footnotes
F3, F4, F7
YOU transaction

Class A Common Stock

Award

Transaction value
Shares
+150,000
Change %
Price
Shares after
0
Date
15 Oct 2024
Ownership
See footnote
Footnotes
F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

YOU transaction Derivative

Non-voting common units of Alclear Holdings, LLC

Disposed to Issuer

Transaction value
Shares
-150,000
Change %
-2.8%
Price
Shares after
5,266,444
Date
15 Oct 2024
Ownership
See footnote
Underlying class
Class B Common Stock and Class A Common Stock
Underlying amount
150,000
Exercise price
Footnotes
F4, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote F1

This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on March 12, 2024.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $34.00 to $34.19, 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.

Footnote F3

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.

Footnote F4

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.

Footnote 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.

Footnote F6

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.

Footnote F7

Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

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