Alclear Investments II, LLC's Form 4 filing
Clear Secure, Inc. (YOU) · filed Aug 10, 2022
- Accession no.
- 0001209191-22-045348
- Filed
- Aug 10, 2022
- Trade date
- Aug 5-8, 2022
- Filing delay
- 5 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 5 non-derivative transactions and 1 derivative transaction. Open-market sales total $5.77K. It was filed 5 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Alclear Investments II, LLCCIK 0001869245 | Director, 10% Owner, Other: See Remarks |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 5, 2022 | Class A Common Stock | SSaleDisposed | −206 | $28.00 | −$5,768 | 0 | Direct | Duplicate filing |
| Aug 8, 2022 | Class D Common Stock | DReturned to the companyDisposed | −206 | –F4 | – | 7,074,863 | Direct | Duplicate filing |
| Aug 8, 2022 | Class B Common Stock | AGrant or awardAcquired | +206 | –F4 | – | 190,653 | Direct | Duplicate filing |
| Aug 8, 2022 | Class B Common Stock | DReturned to the companyDisposed | −206 | –F2 | – | 190,447 | Direct | Duplicate filing |
| Aug 8, 2022 | Class A Common Stock | AGrant or awardAcquired | +206 | –F2 | – | 0 | Direct | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 8, 2022 | Class B Common Stock and Class A Common Stock | DReturned to the companyDisposed | −206 | –F4 | – | 7,074,863 | Direct | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
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.
Referenced by the price of 2 transactions in Table I.
- F4
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.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
Remarks
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.