SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(12) 11/17/2022 C(12) 5,371,237 A (12) 5,459,742 I See Footnotes(2)(7)(8)(9)(10)
Class A Common Stock(12) 11/17/2022 C(12) 20,152 A (12) 20,484 I See Footnotes(3)(7)(8)(9)(10)
Class A Common Stock(12) 11/17/2022 C(12) 58,078 A (12) 59,035 I See Footnotes(4)(7)(8)(9)(10)
Class A Common Stock(12) 11/17/2022 C(12) 619,388 A (12) 629,594 I See Footnotes(5)(7)(8)(9)(10)
Class A Common Stock 11/17/2022 S 5,381,060 D $7.46(1) 78,682 I See Footnotes(2)(7)(8)(9)(10)
Class A Common Stock 11/17/2022 S 20,189 D $7.46(1) 295 I See Footnotes(3)(7)(8)(9)(10)
Class A Common Stock 11/17/2022 S 58,184 D $7.46(1) 851 I See Footnotes(4)(7)(8)(9)(10)
Class A Common Stock 11/17/2022 S 620,521 D $7.46(1) 9,073 I See Footnotes(5)(7)(8)(9)(10)
Class A Common Stock 11/17/2022 S 6,074,717 D $7.46(1) 48,659,181 I See Footnotes(6)(7)(8)(9)(10)
Class V Common Stock(11) 11/17/2022 J(11) 5,371,237 D $0.00(11) 43,024,219 I See Footnotes(2)(7)(8)(9)(10)
Class V Common Stock(11) 11/17/2022 J(11) 20,152 D $0.00(11) 161,420 I See Footnotes(3)(7)(8)(9)(10)
Class V Common Stock(11) 11/17/2022 J(11) 58,078 D $0.00(11) 465,213 I See Footnotes(4)(7)(8)(9)(10)
Class V Common Stock(11) 11/17/2022 J(11) 619,388 D $0.00(11) 4,961,364 I See Footnotes(5)(7)(8)(9)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units (12) 11/17/2022 C(12) 5,371,237 (12) (12) Class A Common Stock 5,371,237 $0.00(12) 43,024,219 I See Footnotes(2)(7)(8)(9)(10)
Class A Units (12) 11/17/2022 C(12) 20,152 (12) (12) Class A Common Stock 20,152 $0.00(12) 161,420 I See Footnotes(3)(7)(8)(9)(10)
Class A Units (12) 11/17/2022 C(12) 58,078 (12) (12) Class A Common Stock 58,078 $0.00(12) 465,213 I See Footnotes(4)(7)(8)(9)(10)
Class A Units (12) 11/17/2022 C(12) 619,388 (12) (12) Class A Common Stock 619,388 $0.00(12) 4,961,364 I See Footnotes(5)(7)(8)(9)(10)
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP Management L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCP VII Side-by-Side GP NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BTAS Associates-NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Inc.

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. This amount of $7.46 represents the $7.75 public offering price per share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Alight, Inc. (the "Issuer"), less the underwriting discount of $0.29 per share (such offering, the "Secondary Offering").
2. Reflects securities directly held by Blackstone Capital Partners VII NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
3. Reflects securities directly held by BCP VII SBS Holdings L.L.C., the sole member of which is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C., the sole member of which is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C.
4. Reflects securities directly held by Blackstone Family Investment Partnership VII - ESC NQ L.P., the general partner of which is BCP VII Side-by-Side GP NQ L.L.C., the sole member of which is Blackstone Holdings II L.P.
5. Reflects securities directly held by BTAS NQ Holdings L.L.C., the managing member of which is BTAS Associates-NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
6. Reflects securities directly held by Blackstone Capital Partners VII (IPO) NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
7. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. ("Blackstone") is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
9. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
10. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
11. Upon the closing of the Secondary Offering and in connection with the exchange of Class A units of Alight Holding Company, LLC ("Class A Units") for shares of Class A Common Stock (as further described in Footnote 12), an equal number of shares of the Issuer's Class V common stock were cancelled for no consideration. Shares of Class V common stock 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 common stock will be entitled to one vote per share on all matters to be voted on by the Issuer's stockholders generally.
12. Upon the closing of the Secondary Offering, an aggregate of 6,068,855 Class A Units were exchanged for an equal number of shares of Class A Common Stock. Class A Units have no voting rights but are entitled to share in the profits and losses of Alight Holding Company LLC. Class A Units held by the Reporting Persons can be exchanged, up to once per calendar quarter (and in the case of the Blackstone entities described herein, twice per calendar quarter in the aggregate), for an equal number of shares of Class A Common Stock. Notwithstanding the foregoing, the Issuer will be permitted, at its sole discretion, in lieu of delivering shares of Class A Common Stock 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 Common Stock ending on the day such measurement is made.
Remarks:
Form 2 of 2
BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
BLACKSTONE HOLDINGS III GP L.P. By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
BCP VII SIDE-BY-SIDE GP NQ L.L.C. By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 11/17/2022
BTAS ASSOCIATES-NQ L.L.C. By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director 11/17/2022
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 11/17/2022
STEPHEN A. SCHWARZMAN, /s/ Stephen A. Schwarzman 11/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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