0000950142-21-002169.txt : 20210630 0000950142-21-002169.hdr.sgml : 20210630 20210630165320 ACCESSION NUMBER: 0000950142-21-002169 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210630 DATE AS OF CHANGE: 20210630 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40568 FILM NUMBER: 211062557 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 3 1 es210164906_3-alclear2.xml OWNERSHIP DOCUMENT X0206 3 2021-06-30 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 B common stock 190447 D Class D common stock 7079575 D Non-voting common units of Alclear Holdings, LLC Class B common stock and Class A common stock 7079575 D Shares of Class B common stock of the Issuer (?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 will automatically convert into a share of Class A common stock of the Issuer (?Class A Common Stock?) on a one-for-one basis, and each share of Class D common stock of the Issuer (?Class D Common Stock?) will automatically convert into a share of Class C common stock of the Issuer on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person?s permitted ownership group as described in the Issuer?s Certificate of Incorporation, (iii) upon the fifth anniversary of the consummation of the Issuer?s initial public offering, (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person?s permitted ownership group, (continued in FN3) (continued from FN2) (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person?s consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer?s Certificate of Incorporation, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer?s Certificate of Incorporation) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer?s initial public offering. Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC (?Alclear?) and the equityholders of Alclear (the ?Exchange Agreement?), vested non-voting common units of Alclear (?Common Units?), together with a corresponding number of shares of Class D Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class B Common Stock on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. A portion of the Common Units remain unvested until October 15, 2021. Shares of 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 Common Units held. See Exhibit 24.1 - Power of Attorney // 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 2021-06-30 EX-24.1 2 es210164906_ex2401.htm EXHIBIT 24.1

EXHIBIT 24.1

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Clear Secure, Inc. (the “Company”):

(i)

Chief Executive Officer,

(ii)

Chief Financial Officer,

(iii)

General Counsel, and

(iv)

Controller

signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of June, 2021.

ALCLEAR INVESTMENTS II, LLC


By:	/s/ Kenneth Cornick
	Name:	Kenneth Cornick
	Title:	Authorized Person

[Signature Page to Power of Attorney (Forms 3, 4 & 5)]