Filing Details

Accession Number:
0001209191-22-058299
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-11-21 21:32:28
Reporting Period:
2022-11-18
Accepted Time:
2022-11-21 21:32:28
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 E 55Th St., 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 Disposition 2022-11-18 69,898 $30.09 0 No 4 S Indirect See footnote
Class D Common Stock Disposition 2022-11-21 69,898 $0.00 6,506,141 No 4 D Indirect See footnote
Class B Common Stock Acquisiton 2022-11-21 69,898 $0.00 225,345 No 4 A Indirect See footnote
Class B Common Stock Disposition 2022-11-21 69,898 $0.00 155,447 No 4 D Indirect See footnote
Class A Common Stock Acquisiton 2022-11-21 69,898 $0.00 0 No 4 A Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
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 B Common Stock And Class A Common Stock Non-voting common units of Alclear Holdings, LLC Disposition 2022-11-21 69,898 $0.00 69,898 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
6,506,141 No 4 D Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 79,935 Indirect By Family Revocable Trust
Footnotes
  1. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
  2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.00 to $30.60, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and 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.
  3. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("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.
  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 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).