0001209191-22-045087.txt : 20220809 0001209191-22-045087.hdr.sgml : 20220809 20220809190137 ACCESSION NUMBER: 0001209191-22-045087 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220805 FILED AS OF DATE: 20220809 DATE AS OF CHANGE: 20220809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alclear Investments, LLC CENTRAL INDEX KEY: 0001869246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 221149925 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 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-05 0 0001856314 Clear Secure, Inc. YOU 0001869246 Alclear Investments, LLC 65 EAST 55TH STREET, 17TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks Class A Common Stock 2022-08-05 4 S 0 206 28.00 D 0 D Class D Common Stock 2022-08-08 4 D 0 206 D 7074863 D Class B Common Stock 2022-08-08 4 A 0 206 A 190653 D Class B Common Stock 2022-08-08 4 D 0 206 D 190447 D Class A Common Stock 2022-08-08 4 A 0 206 A 0 D Non-voting common units of Alclear Holdings, LLC 2022-08-08 4 D 0 206 D Class B Common Stock and Class A Common Stock 206 7074863 D This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted. 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. 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 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. Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). 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 a director by deputization. /s/ Matthew Levine, Attorney-in-Fact 2022-08-09