4//SEC Filing
Alclear Investments II, LLC 4
Accession 0000950142-24-002580
CIK 0001856314other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 6:34 PM ET
Size
16.0 KB
Accession
0000950142-24-002580
Insider Transaction Report
Form 4
Alclear Investments II, LLC
Director10% OwnerOther
Transactions
- Award
Class A Common Stock
2024-10-15+150,000→ 0 total - Award
Class B Common Stock
2024-10-15+150,000→ 275,447 total - Disposition to Issuer
Class D Common Stock
2024-10-15−150,000→ 5,266,444 total - Disposition to Issuer
Non-voting common units of Alclear Holdings, LLC
2024-10-15−150,000→ 5,266,444 total→ Class B Common Stock and Class A Common Stock (150,000 underlying) - Sale
Class A Common Stock
2024-10-11$34.08/sh−150,000$5,112,000→ 0 total - Disposition to Issuer
Class B Common Stock
2024-10-15−150,000→ 125,447 total
Footnotes (6)
- [F1]This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on March 12, 2024.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $34.00 to $34.19, 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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
Documents
Issuer
Clear Secure, Inc.
CIK 0001856314
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001869245
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 6:34 PM ET
- Size
- 16.0 KB