Filing Details

Accession Number:
0000950142-22-000161
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-01-04 21:21:17
Reporting Period:
2021-12-30
Accepted Time:
2022-01-04 21:21:17
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1856314 Clear Secure Inc. YOU Services-Prepackaged Software (7372) 862643981
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1868811 L. Kenneth Cornick 65 East 55Th Street, 17Th Floor
New York NY 10022
President & Cfo Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2021-12-31 79,935 $0.00 79,935 No 4 M Direct
Class A Common Stock Disposition 2022-01-04 79,935 $0.00 0 No 4 G Direct
Class A Common Stock Acquisiton 2022-01-04 79,935 $0.00 79,935 No 4 G Indirect By Family Revocable Trust
Class A Common Stock Disposition 2021-12-30 4,506 $35.03 0 No 4 S Indirect See footnote
Class D Common Stock Disposition 2022-01-03 4,506 $0.00 7,075,069 No 4 D Indirect See footnote
Class B Common Stock Acquisiton 2022-01-03 4,506 $0.00 194,953 No 4 A Indirect See footnote
Class B Common Stock Disposition 2022-01-03 4,506 $0.00 190,447 No 4 D Indirect See footnote
Class A Common Stock Acquisiton 2022-01-03 4,506 $0.00 0 No 4 A Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 G Direct
No 4 G Indirect By Family Revocable Trust
No 4 S Indirect See footnote
No 4 D Indirect See footnote
No 4 A Indirect See footnote
No 4 D Indirect See footnote
No 4 A Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Restricted Stock Units Disposition 2021-12-31 79,935 $0.00 79,935 $0.00
Class B Common Stock And Class A Common Stock Non-voting common units of Alclear Holdings, LLC Disposition 2022-01-03 4,506 $0.00 4,506 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
7,075,069 No 4 D Indirect
Footnotes
  1. This transaction reflects the issuance of shares following the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a share of Class A Common Stock following the vesting date.
  2. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
  8. 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 Alclear Investments II, LLC.