0000950142-22-001687.txt : 20220519 0000950142-22-001687.hdr.sgml : 20220519 20220519194148 ACCESSION NUMBER: 0000950142-22-001687 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220517 FILED AS OF DATE: 20220519 DATE AS OF CHANGE: 20220519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC, L.P. CENTRAL INDEX KEY: 0001017645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944917 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC L.P. DATE OF NAME CHANGE: 20210803 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC LLC DATE OF NAME CHANGE: 20050322 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS III, LLC CENTRAL INDEX KEY: 0001282203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944915 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20061127 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC DATE OF NAME CHANGE: 20040301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS IV, LLC CENTRAL INDEX KEY: 0001282372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944914 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20061127 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC DATE OF NAME CHANGE: 20040302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP (Bermuda) L.P. CENTRAL INDEX KEY: 0001406817 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944910 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP (Bermuda) LTD DATE OF NAME CHANGE: 20070716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR, L.P. CENTRAL INDEX KEY: 0001467926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944912 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic (ALC), L.P. CENTRAL INDEX KEY: 0001870511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944909 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO., L.P. STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO., L.P. STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic (SPV) GP, LLC CENTRAL INDEX KEY: 0001793940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944916 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127154000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP Coinvestments V, LLC CENTRAL INDEX KEY: 0001793941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944913 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127154000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR (BERMUDA), L.P. CENTRAL INDEX KEY: 0001467927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944911 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic GenPar (Lux) SCSp CENTRAL INDEX KEY: 0001857517 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22944908 BUSINESS ADDRESS: STREET 1: 412F ROUTE D'ESCH CITY: LUXEMBOURG STATE: N4 ZIP: 2086 BUSINESS PHONE: 212-715-4000 MAIL ADDRESS: STREET 1: 412F ROUTE D'ESCH CITY: LUXEMBOURG STATE: N4 ZIP: 2086 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 1 es220254206_4-clear1.xml OWNERSHIP DOCUMENT X0306 4 2022-05-17 0 0001856314 Clear Secure, Inc. YOU 0001017645 GENERAL ATLANTIC, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001793940 General Atlantic (SPV) GP, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001282203 GAP COINVESTMENTS III, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001282372 GAP COINVESTMENTS IV, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001793941 GAP Coinvestments V, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001467926 GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001467927 GENERAL ATLANTIC GENPAR (BERMUDA), L.P. C/O CONYERS CLIENT SERVICES LIMITED, CLARENDON HOUSE, 2 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001406817 GAP (Bermuda) L.P. C/O CONYERS CLIENT SERVICES LIMITED, CLARENDON HOUSE, 2 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001870511 General Atlantic (ALC), L.P. C/O GENERAL ATLANTIC SERVICE CO., L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001857517 General Atlantic GenPar (Lux) SCSp 412F ROUTE D'ESCH LUXEMBOURG N4 L-2086 LUXEMBOURG 0 0 1 0 Class A common stock 2022-05-17 4 J 0 1528686 A 10813699 I See footnote Class A common stock 2022-05-17 4 S 0 3800000 31.65 D 7013699 I See footnote Class C common stock 2022-05-17 4 J 0 1528686 D Class A common stock 1528686 4380313 I See footnote Pursuant to the Exchange Agreement, dated as of June 29, 2021, by and among the (the "Issuer"), Alclear Holdings, LLC ("Alclear"), General Atlantic (AC) Collections, L.P. ("GA AC Collections") and the other parties thereto, the reporting person may exchange shares of Class C common stock (together with an equal number of common units of Alclear (Alclear Units")) for shares of Class A common stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement. The exchange rights under the Exchange Agreement do not expire. Reflects 300,000 shares of Class A common stock held directly by General Atlantic (ALC), L.P. ("GA ALC"), 182,074 shares of Class A common stock held directly by GAPCO AIV Interholdco (AC), L.P., ("GAPCO AIV Interholdco"), 8,802,939 shares of Class A common stock held directly by GA AIV-1 B Interholdco (AC), L.P., ("GA AIV-1 B Interholdco AC ") and 1,528,686 shares of Class A common stock held directly by GA AC Collections. Reflects 300,000 shares of Class A common stock held directly by GA ALC, 135,924 shares of Class A common stock held directly by GAPCO AIV Interholdco and 6,577,775 shares of Class A common stock held directly by GA AIV-1 B Interholdco AC. Reflects 1,027,613 shares of Class C common stock (together with an equal number Alclear Units) held directly by General Atlantic (AC) Collections 2, L.P. ("GA AC Collections 2") and 3,352,700 shares of Class C common stock (together with an equal number of Alcear Units) held directly by GA AC Collections. The following investment funds share beneficial ownership of the shares of Class A common stock held by GA ALC: GAP Coinvestments CDA, L.P. ("GAPCO CDA"), GAP Coinvestments III, LLC ("GAPCO III"), GAP Coinvestments IV, LLC ("GAPCO IV"), GAP Coinvestments V, LLC ("GAPCO V"), General Atlantic Partners 100, L.P. ("GAP 100"), General Atlantic Partners (Lux) SCSp ("GAP Lux") and General Atlantic Partners (Bermuda) EU, L.P. ("GAP Bermuda EU"). The following investment funds share beneficial ownership of the shares of Class A common stock held by GAPCO AIV Interholdco: GAPCO AIV Holdings, L.P. ("GAPCO AIV Holdings, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The following investment fund shares beneficial ownership of the shares of Class A common stock held by GA AIV-1 B Interholdco AC: General Atlantic Partners AIV-1 B, L.P. ("GAP AIV-1 B"). The following investment funds share beneficial ownership of the shares of Class C common stock and corresponding Alclear Units held by GA AC Collections and GA AC Collections 2: GAPCO AIV Interholdco, General Atlantic Partners AIV (AC), L.P. ("GAP AIV AC"), GAPCO AIV Holdings, General Atlantic Partners AIV-1 A, L.P. ("GAP AIV-1 A"), GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The general partner of GAP AIV AC is General Atlantic GenPar (AC), L.P. ("GenPar AC"). General Atlantic (SPV) GP, LLC ("GA SPV") is the general partner of GAPCO AIV Interholdco, GA AIV-1 B Interholdco AC, GA AC Collections, GA AC 2 Collections, GAPCO AIV Holdings, GenPar AC and GA ALC. The general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp ("GenPar Lux"). The general partner of GenPar Lux is General Atlantic (Lux) S.a r.l. ("GA Lux"). The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is General Atlantic GenPar (Bermuda), L.P. ("GenPar Bermuda"). The general partner of GenPar Bermuda is GAP (Bermuda) L.P. ("GAP Bermuda"). The general partner of GAP AIV-1 A, GAP AIV-1 B and GAP 100 is General Atlantic GenPar, L.P. ("GenPar"). The general partner of GenPar is General Atlantic, L.P. ("GA LP"). GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the "GA Management Committee"), is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are nine members of the GA Management Committee. The members of the GA Management Committee are also the members of the management committee of GAP Bermuda. Each of the members of the GA Management Committee disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein. The reporting persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. // Form 1 of 3 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ D. Gordon Cruess 2022-05-19 /s/ Ingrid van der Hoorn 2022-05-19