4//SEC Filing
Cornick Kenneth L. 4
Accession 0001856314-25-000072
CIK 0001856314other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 9:06 PM ET
Size
28.5 KB
Accession
0001856314-25-000072
Insider Transaction Report
Form 4
Cornick Kenneth L.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2025-05-21$25.51/sh−122,533$3,125,817→ 0 total(indirect: See footnote) - Award
Class A Common Stock
2025-05-22+122,533→ 0 total(indirect: See footnote) - Award
Class B Common Stock
2025-05-22+377,107→ 377,467 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2025-05-22−377,107→ 0 total(indirect: See footnote) - Award
Class A Common Stock
2025-05-22+377,107→ 377,467 total(indirect: See footnote) - Disposition to Issuer
Non-voting common units of Alclear Holdings, LLC
2025-05-22−122,533→ 4,427,445 total(indirect: See footnote)→ Class B Common Stock and Class A Common Stock (122,533 underlying) - Award
Class B Common Stock
2025-05-22+122,533→ 122,533 total(indirect: See footnote) - Sale
Class A Common Stock
2025-05-22$25.54/sh−228,374$5,832,672→ 149,093 total(indirect: See footnote) - Disposition to Issuer
Class D Common Stock
2025-05-22−122,533→ 4,427,445 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2025-05-22−122,533→ 0 total(indirect: See footnote) - Disposition to Issuer
Class D Common Stock
2025-05-22−377,107→ 4,049,978 total(indirect: See footnote) - Disposition to Issuer
Non-voting common units of Alclear Holdings, LLC
2025-05-22−377,107→ 4,049,978 total(indirect: See footnote)→ Class B Common Stock and Class A Common Stock (377,107 underlying)
Holdings
- 125,447(indirect: By Trust)
Class A Common Stock
- 64,935
Class A Common Stock
Footnotes (9)
- [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.25 to $25.59, 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.
- [F2]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 footnote 1, no shares of Class A Common Stock are held.
- [F3]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.
- [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 on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.
- [F5]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.
- [F6]Shares of Class B Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
- [F7]This number includes 360 shares that were inadvertently omitted from the prior Form 4 due to administrative error.
- [F8]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 on a one-for-one basis.
- [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.50 to $25.63, 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.
Documents
Issuer
Clear Secure, Inc.
CIK 0001856314
Entity typeother
Related Parties
1- filerCIK 0001868811
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 9:06 PM ET
- Size
- 28.5 KB