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Filing Details

Accession Number:: 0000899243-23-018350
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-08-22 17:42:05
Reporting Period:: 2023-08-22

Accepted Time:: 2023-08-22 17:42:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1809104	Alight Inc. / Delaware	ALIT	()	1231

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1770693	L.l.c. Holdings Nq Btas	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1770698	L.l.c. Holdings Sbs Vii Bcp	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1771140	L.p. Nq Vii-Esc Partnership Investment Family Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1771144	L.p. Nq Vii Partners Capital Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1872064	L.p. Nq (Ipo) Vii Partners Capital Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1954390	L.p. Nq (Ipo) Vii.2 Partners Capital Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1955062	L.l.c. Gp 1 Holdco Ml Tempo Bx	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1955086	L.p. 2 Holdco Ml Tempo Bx	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1955093	L.l.c. Gp 2 Holdco Ml Tempo Bx	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1955129	L.p. 1 Holdco Ml Tempo Bx	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-08-22	6,961,421	$7.98	24,253,168	No	4	S	Indirect	Holdco 1
Class V Common Stock	Disposition	2023-08-22	7,342,042	$0.00	23,842,419	No	4	J	Indirect	Holdco 2
Class A Common Stock	Acquisiton	2023-08-22	7,342,042	$0.00	7,399,070	No	4	C	Indirect	Holdco 2
Class A Common Stock	Disposition	2023-08-22	6,967,419	$7.98	431,651	No	4	S	Indirect	Holdco 2
Class A Common Stock	Disposition	2023-08-22	387,714	$7.98	23,865,454	No	4	S	Indirect	Holdco 1
Class A Common Stock	Disposition	2023-08-22	388,049	$7.98	43,602	No	4	S	Indirect	Holdco 2

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Holdco 1
No	4	J	Indirect	Holdco 2
No	4	C	Indirect	Holdco 2
No	4	S	Indirect	Holdco 2
No	4	S	Indirect	Holdco 1
No	4	S	Indirect	Holdco 2

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Units	Disposition	2023-08-22	7,342,042	$0.00	7,342,042	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
23,842,419			No	4	C	Indirect

Footnotes

The reported securities were sold in an underwritten public offering (the "Secondary Offering"). This reported price represents a public offering price of $8.29 per share of Common Stock of the Issuer, less an underwriting discount of $0.31 per share for shares sold in the Secondary Offering.
Reflects the cancellation of shares of Class V common stock in connection with the exchange described in Footnote 3. Shares of Class V common stock do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class V common stock will be entitled to one vote per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Class A Units of Alight Holdings that are held by the Reporting Persons and reported in Table II hereof, an equal number of shares of the Issuer's Class V common stock will be cancelled for no consideration.
Reflects the exchange into Class A common stock. Class A Units of Alight Holdings ("Class A Units") will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the Reporting Persons can be exchanged, up to once per calendar quarter (and in the case of the Blackstone entities described herein, twice per calendar quarter in the aggregate), for an equal number of shares of the Issuer's Class A common stock. Notwithstanding the foregoing, the Issuer will be permitted, at its sole discretion, in lieu of delivering shares of the Issuer's Class A common stock for any Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the Issuer's Class A common stock ending on the day such measurement is made.
In connection with and contingent on closing of the Secondary Offering, the reported securities were sold to the Issuer.
Reflects securities held directly by BX Tempo ML Holdco 1 L.P. ("Holdco 1"), the general partner of which is BX Tempo ML Holdco 1 GP L.L.C. Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. are the members of BX Tempo ML Holdco 1 GP L.L.C. The general partner of each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C.
Reflects securities held directly by BX Tempo ML Holdco 2 L.P. ("Holdco 2"), the general partner of which is BX Tempo ML Holdco 2 GP L.L.C. Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. are the members of BX Tempo ML Holdco 2 GP L.L.C. The general partner of Blackstone Capital Partners VII NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C. The sole member of BCP VII SBS Holdings L.L.C. is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C. The general partner of Blackstone Family Investment Partnership VII - ESC NQ L.P. is BCP VII Side-by-Side GP NQ L.L.C. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates-NQ L.L.C.
Blackstone Holdings II L.P. is the managing member of each of BMA VII NQ L.L.C. and BTAS Associates-NQ L.L.C. and the sole member of BCP VII Side-by-Side GP NQ L.L.C. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Side-by-Side Umbrella GP L.L.C. is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.