0001209191-23-016910.txt : 20230307 0001209191-23-016910.hdr.sgml : 20230307 20230307174713 ACCESSION NUMBER: 0001209191-23-016910 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230303 FILED AS OF DATE: 20230307 DATE AS OF CHANGE: 20230307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOYD JEFFERY H CENTRAL INDEX KEY: 0001214606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 23714119 MAIL ADDRESS: STREET 1: C/O ASPEN GROVE CAPITAL, LLC STREET 2: PO BOX 9389 CITY: AVON STATE: CO ZIP: 81620 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: 85 10TH AVE., 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (646) 723-1404 MAIL ADDRESS: STREET 1: 85 10TH AVE., 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-03-03 0 0001856314 Clear Secure, Inc. YOU 0001214606 BOYD JEFFERY H 85 10TH AVE., 9TH FLOOR NEW YORK NY 10011 1 0 0 0 Class A Common Stock 2023-03-03 4 S 0 44205 28.70 D 12050 D Class A Common Stock 2023-03-03 4 S 0 5795 29.09 D 12050 D Class C Common Stock 2023-03-06 4 D 0 50000 D 853687 D Class A Common Stock 2023-03-06 4 A 0 50000 A 12050 D Class C Common Stock 230811 I See footnote Non-voting common units of Alclear Holdings, LLC 2023-03-06 4 D 0 50000 D Class A Common Stock 50000 853687 D Non-voting common units of Alclear Holdings, LLC Class A Common Stock 230811 230811 I See footnote This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.04 to $29.03, 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. 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"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. 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, 12,050 shares of Class A Common Stock were held. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $29.04 to $29.18, 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. Shares of Class C Common Stock have one vote 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. Pursuant to the terms of the Exchange Agreement, Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale 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. The reporting person is the managing director of Brothers Brook, LLC, and the reporting person has dispositive control and voting control over the shares held by Brothers Brook, LLC. /s/ Matthew Levine, Attorney-in-Fact 2023-03-07