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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/05/2024 | S | 7,100(1) | D | $9.0045(2) | 2,999,434(3) | D | |||
Class A Common Stock | 02/06/2024 | S | 9,576(1) | D | $9.062(4) | 2,989,858(3) | D | |||
Class V Common Stock | 69,620(5) | I | By Tempo Management, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. This transaction was effective pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 9/15/2023. The Rule 10b5-1 trading plan, which was structured to include several sale periods, was established as part of the Reporting Person's long-term strategy for asset diversification and financial, retirement, estate and tax planning activities over a period of time. |
2. The price represents the weighted average price of the shares sold. The shares were sold within a range of $9.00 to $9.04. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
3. Includes restricted stock units scheduled to vest in the future and shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan. |
4. The price represents the weighted average price of the shares sold. The shares were sold within a range of $9.00 to $9.10. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
5. 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, Class V common stock will be entitled to one vote per share on all matters to be voted on by Issuer's stockholders generally. Upon exchange of Class A Units of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting person, an equal number of shares of the Issuer's Class V common stock will be cancelled for no consideration. |
Remarks: |
Chief Financial Officer and Chief Operating Officer |
/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact | 02/07/2024 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |