0001209191-22-045093.txt : 20220809 0001209191-22-045093.hdr.sgml : 20220809 20220809190429 ACCESSION NUMBER: 0001209191-22-045093 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: Cornick Kenneth L. CENTRAL INDEX KEY: 0001868811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 221149941 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 0001868811 Cornick Kenneth L. 65 E 55TH ST., 17TH FLOOR NEW YORK NY 10022 1 1 1 0 President & CFO Class A Common Stock 2022-08-05 4 S 0 206 28.00 D 0 I See footnote Class D Common Stock 2022-08-08 4 D 0 206 D 7074863 I See footnote Class B Common Stock 2022-08-08 4 A 0 206 A 190653 I See footnote Class B Common Stock 2022-08-08 4 D 0 206 D 190447 I See footnote Class A Common Stock 2022-08-08 4 A 0 206 A 0 I See footnote Class A Common Stock 79935 I By Family Revocable Trust 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 I See footnote 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. 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 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). /s/ Matthew Levine, Attorney-in-Fact 2022-08-09