0000950142-22-000163.txt : 20220104
0000950142-22-000163.hdr.sgml : 20220104
20220104212316
ACCESSION NUMBER: 0000950142-22-000163
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: Alclear Investments II, LLC
CENTRAL INDEX KEY: 0001869245
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40568
FILM NUMBER: 22508999
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
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
es220214723_4-alclear.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-30
0
0001856314
Clear Secure, Inc.
YOU
0001869245
Alclear Investments II, LLC
65 EAST 55TH STREET, 17TH FLOOR
NEW YORK
NY
10022
1
0
1
1
See Remarks
Class A Common Stock
2021-12-30
4
S
0
4506
35.03
D
0
D
Class D Common Stock
2022-01-03
4
D
0
4506
D
7075069
D
Class B Common Stock
2022-01-03
4
A
0
4506
A
194953
D
Class B Common Stock
2022-01-03
4
D
0
4506
D
190447
D
Class A Common Stock
2022-01-03
4
A
0
4506
A
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
D
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.
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 virtue of its relationship with Mr. Kenneth Cornick, the sole manager of Alclear Investments II, LLC and an equityholder of Alclear Investments II, LLC, the reporting person may be deemed to be director by deputization.
/s/ Matthew Levine, Attorney-in-Fact
2022-01-04