0000950142-22-000161.txt : 20220104 0000950142-22-000161.hdr.sgml : 20220104 20220104212117 ACCESSION NUMBER: 0000950142-22-000161 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211230 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cornick Kenneth L. CENTRAL INDEX KEY: 0001868811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 22508958 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 es210214006_4-cornick.xml OWNERSHIP DOCUMENT X0306 4 2021-12-30 0 0001856314 Clear Secure, Inc. YOU 0001868811 Cornick Kenneth L. 65 EAST 55TH STREET, 17TH FLOOR NEW YORK NY 10022 1 1 1 0 President & CFO Class A Common Stock 2021-12-31 4 M 0 79935 0 A 79935 D Class A Common Stock 2022-01-04 4 G 0 79935 0 D 0 D Class A Common Stock 2022-01-04 4 G 0 79935 0 A 79935 I By Family Revocable Trust Class A Common Stock 2021-12-30 4 S 0 4506 35.03 D 0 I See footnote Class D Common Stock 2022-01-03 4 D 0 4506 D 7075069 I See footnote Class B Common Stock 2022-01-03 4 A 0 4506 A 194953 I See footnote Class B Common Stock 2022-01-03 4 D 0 4506 D 190447 I See footnote Class A Common Stock 2022-01-03 4 A 0 4506 A 0 I See footnote Restricted Stock Units 2021-12-31 4 M 0 79935 0 D Class A Common Stock 79935 0 D Non-voting common units of Alclear Holdings, LLC 2022-01-03 4 D 0 4506 D Class B Common Stock and Class A Common Stock 4506 7075069 I See footnote This transaction reflects the issuance of shares following the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a share of Class A Common Stock following the vesting date. 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 at prices ranging from $35.00 to $35.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or 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. Alclear Investments II, LLC is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC. Shares of Class D common stock of the Issuer ("Class D Common Stock") have 20 votes 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 non-voting common units ("Common Units") of Alclear Holdings, LLC ("Alclear") held. Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the "Exchange Agreement"), Common Units, together with a corresponding number of shares of Class D Common Stock, were exchanged for shares of Class B Common Stock of the Issuer ("Class B Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock was converted into a share of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis. 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, no shares of Class A Common Stock are held by Alclear Investments II, LLC. /s/ Matthew Levine, Attorney-in-Fact 2022-01-04