4//SEC Filing
Alclear Investments II, LLC 4
Accession 0001856314-25-000073
CIK 0001856314other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 9:07 PM ET
Size
26.4 KB
Accession
0001856314-25-000073
Insider Transaction Report
Form 4
Alclear Investments II, LLC
Director10% OwnerOther
Transactions
- Award
Class B Common Stock
2025-05-22+122,533→ 122,533 total - Disposition to Issuer
Class D Common Stock
2025-05-22−377,107→ 4,049,978 total - Disposition to Issuer
Class D Common Stock
2025-05-22−122,533→ 4,427,445 total - Disposition to Issuer
Class B Common Stock
2025-05-22−122,533→ 0 total - Disposition to Issuer
Class B Common Stock
2025-05-22−377,107→ 0 total - Award
Class A Common Stock
2025-05-22+377,107→ 377,467 total - Award
Class A Common Stock
2025-05-22+122,533→ 0 total - Sale
Class A Common Stock
2025-05-22$25.54/sh−228,374$5,832,672→ 149,093 total - Sale
Class A Common Stock
2025-05-21$25.51/sh−122,533$3,125,817→ 0 total - Disposition to Issuer
Non-voting common units of Alclear Holdings, LLC
2025-05-22−122,533→ 4,427,445 total→ Class B Common Stock and Class A Common Stock (122,533 underlying) - Award
Class B Common Stock
2025-05-22+377,107→ 377,467 total - Disposition to Issuer
Non-voting common units of Alclear Holdings, LLC
2025-05-22−377,107→ 4,049,978 total→ Class B Common Stock and Class A Common Stock (377,107 underlying)
Footnotes (10)
- [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.
- [F10]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.
- [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]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.
- [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]Shares of Class B common stock of the Issuer ("Class B Common Stock") have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
- [F6]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.
- [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 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 gift transaction reflected herein, and so after the transactions reported in footnote 1, no shares of Class A Common Stock are held.
- [F9]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.
Documents
Issuer
Clear Secure, Inc.
CIK 0001856314
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001869245
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 9:07 PM ET
- Size
- 26.4 KB