0001209191-22-045326.txt : 20220810 0001209191-22-045326.hdr.sgml : 20220810 20220810203115 ACCESSION NUMBER: 0001209191-22-045326 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220805 FILED AS OF DATE: 20220810 DATE AS OF CHANGE: 20220810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alclear Investments, LLC CENTRAL INDEX KEY: 0001869246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 221153339 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 723-1404 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clear Secure, Inc. CENTRAL INDEX KEY: 0001856314 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 862643981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 723-1404 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2022-08-05 2022-08-09 0 0001856314 Clear Secure, Inc. YOU 0001869246 Alclear Investments, LLC 65 EAST 55TH STREET, 17TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks Class B Common Stock 851787 D Class D Common Stock 19630246 D Non-voting common units of Alclear Holdings, LLC Class B Common Stock and Class A Common Stock 19630246 19630246 D On each of August 9, 2022 and August 10, 2022, a Form 4 was mistakenly filed on behalf of Alclear Investments, LLC reporting sales of shares of Class A common stock of the Issuer ("Class A Common Stock") pursuant to a Rule 10b5-1 trading plan. These sales were in fact made by Alclear Investments II, LLC. This Form 4 is being filed to report that Alclear Investments, LLC does not have a Rule 10b5-1 trading plan and that no such sales were made by Alclear Investments, LLC. 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). Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock will automatically convert into a share of Class A Common Stock on a one-for-one basis, and each share of Class D common stock of the Issuer ("Class D Common Stock") will automatically convert into a share of Class C common stock of the Issuer on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person's permitted ownership group as described in the Issuer's Certificate of Incorporation, (iii) upon the fifth anniversary of the consummation of the Issuer's initial public offering, (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person's permitted ownership group, (continued in FN4) (continued from FN3) (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person's consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer's Certificate of Incorporation, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer's Certificate of Incorporation) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer's initial public offering. Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), vested non-voting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class D Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class B Common Stock on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. Shares of 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 Common Units held. By virtue of its relationship with Ms. Caryn Seidman-Becker, the sole manager of Alclear Investments, LLC and an equityholder of Alclear Investments, LLC, the reporting person may be deemed to be director by deputization. /s/ Matthew Levine, Attorney-in-Fact 2022-08-10