SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 1 L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2022

3. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock⁽¹⁾⁽²⁾	48,659,181	I	See Footnote⁽³⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class A common stock⁽¹⁾⁽²⁾	88,901	I	See Footnote⁽⁴⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class A common stock⁽¹⁾⁽²⁾⁽⁷⁾⁽⁸⁾	48,612,216	I	See Footnote⁽⁴⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Units⁽¹⁾⁽²⁾⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Class A common stock	48,612,216	⁽⁸⁾	I	See Footnote⁽⁴⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class B-1 common stock⁽¹⁾⁽²⁾⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	Class A common stock	39,273	⁽⁹⁾	D⁽⁵⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class B-2 common stock⁽¹⁾⁽²⁾⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	39,273	⁽¹⁰⁾	D⁽⁵⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class Z-A common stock⁽¹⁾⁽²⁾⁽¹¹⁾	⁽¹¹⁾	⁽¹¹⁾	Class A common stock	43,416	⁽¹¹⁾	D⁽⁵⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class Z-B-1 common stock⁽¹⁾⁽²⁾⁽¹²⁾	⁽⁹⁾⁽¹²⁾	⁽⁹⁾⁽¹²⁾	Class A common stock	2,360	⁽⁹⁾⁽¹²⁾	D⁽⁵⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Class Z-B-2 common stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹⁰⁾⁽¹³⁾	⁽¹⁰⁾⁽¹³⁾	Class A common stock	2,360	⁽¹⁰⁾⁽¹³⁾	D⁽⁵⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 1 L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners VII.2 (IPO) NQ L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 1 GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 2 L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 2 GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On November 21, 2022, in connection with an internal reorganization, Blackstone Capital Partners VII (IPO) NQ L.P. contributed a portion of the securities of Alight, Inc. (the "Issuer") it directly held on behalf of an affiliated limited partner to a new affiliated investment vehicle, Blackstone Capital Partners VII.2 (IPO) L.P. and distributed its interest in such affiliated investment vehicle to such limited partner. Following such transfer, each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. contributed the shares of Class A common stock directly held to BX Tempo ML Holdco 1 L.P. and each of Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. contributed the Class A common stock, Class A Units of Alight Holding Company, LLC ("Alight Holdings") and Class V common stock of the Issuer directly held to BX Tempo ML Holdco 2 L.P.

2. (continued from footnote (1)) Such transfers did not represent any change in the aggregate number of securities of the Issuer and Alight Holdings held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer. Additional securities of the Issuer and Alight Holdings held by the Blackstone funds not reported herein are separately reported pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended.

3. Reflects securities held directly by BX Tempo ML Holdco 1 L.P., the general partner of which is BX Tempo ML Holdco 1 GP L.L.C. Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. are the members of BX Tempo ML Holdco 1 GP L.L.C. The general partner of each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C.

4. Reflects securities held directly by BX Tempo ML Holdco 2 L.P., the general partner of which is BX Tempo ML Holdco 2 GP L.L.C. Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. are the members of BX Tempo ML Holdco 2 GP L.L.C. The general partner of Blackstone Capital Partners VII NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C. The sole member of BCP VII SBS Holdings L.L.C. 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 general partner of Blackstone Family Investment Partnership VII - ESC NQ L.P. is BCP VII Side-by-Side GP NQ L.L.C. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates-NQ L.L.C.

5. Reflects securities directly held by Blackstone Capital Partners VII.2 (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.

6. Blackstone Holdings II L.P. is the managing member of each of BMA VII NQ L.L.C. and BTAS Associates-NQ L.L.C. and the sole member of BCP VII Side-by-Side GP NQ L.L.C. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Side-by-Side Umbrella GP L.L.C. 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. Blackstone Inc. 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 Inc. 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.

7. 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. Upon exchange of Class A Units of Alight Holdings that are held by the Reporting Persons and reported in Table II hereof, an equal number of shares of the Issuer's Class V common stock will be cancelled for no consideration.

8. Class A Units of Alight Holdings ("Class A Units") will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. 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 the Issuer's Class A common stock. Notwithstanding the foregoing, the Issuer will be permitted, at its sole discretion, in lieu of delivering shares of the Issuer's 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 Issuer's Class A common stock ending on the day such measurement is made.

9. Shares of Class B-1 common stock do not represent economic interests in the Issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events.

10. Shares of Class B-2 common stock do not represent economic interests in the Issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events.

11. Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the Issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by Issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.

12. Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the Issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by Issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.

13. Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the Issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by Issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.

14. 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.

15. 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, 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 reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BX TEMPO ML HOLDCO 1 L.P., By: BX Tempo ML Holdco 1 GP L.L.C., its general partner, By: /s/ Brijesh Kalaria, Name: Brijesh Kalaria, Title: Vice President	11/23/2022
	BX TEMPO ML HOLDCO 1 GP L.L.C., By: /s/ Brijesh Kalaria, Name: Brijesh Kalaria, Title: Vice President	11/23/2022
	BX TEMPO ML HOLDCO 2 L.P., By: BX Tempo ML Holdco 2 GP L.L.C., its general partner, By: /s/ Brijesh Kalaria, Name: Brijesh Kalaria, Title: Vice President	11/23/2022
	BX TEMPO ML HOLDCO 2 GP L.L.C., By: /s/ Brijesh Kalaria, Name: Brijesh Kalaria, Title: Vice President	11/23/2022
	BLACKSTONE CAPITAL PARTNERS VII.2 (IPO) NQ L.P. By: Blackstone Management Associates VII NQ L.L.C., its general partner By: BMA VII NQ L.L.C., its sole member By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	11/23/2022
	** 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 5 (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.