Form 4 for YOU Clear Secure, Inc.
Accepted 2022-01-04 00:00:00 ET · period of report 2021-12-30 · accession 0000950142-22-000161 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-01-04 | 2022-01-04 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | G - Gift | $0.00 | -79.9K | 0 | -100% | $0 |
| DMI | 2022-01-04 | 2022-01-03 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | D - Sale to Iss | — | -9,012 | 7.08M | -0.1% | — |
| DMI | 2022-01-04 | 2022-01-03 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | A - Grant | — | +9,012 | 195.0K | +5% | — |
| DI | 2022-01-04 | 2021-12-30 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | S - Sale+OE | $35.03 | -4,506 | 0 | -100% | -$157.8K |
| DI | 2022-01-04 | 2022-01-04 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | G - Gift | $0.00 | +79.9K | 79.9K | New | $0 |
| D | 2022-01-04 | 2021-12-31 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | M - OptEx | $0.00 | +79.9K | 79.9K | New | $0 |
| DI | 2022-01-04 | 2022-01-03 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | D - Sale to Iss | — | -4,506 | 7.08M | -0.1% | — |
| D | 2022-01-04 | 2021-12-31 | YOU | Cornick Kenneth L. | Pres, CFO, Dir, 10% | M - OptEx | $0.00 | -79.9K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-01-04 | G | D | 79,935 | $0.00 | 0 | D See footnote | — | — | (F4) 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. |
| 2 | Common | Class B Common Stock | 2022-01-03 | D | D | 4,506 | — | 190,447 | I | — | — | (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 sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held by Alclear Investments II, LLC. (F7) Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). |
| 3 | Common | Class D Common Stock | 2022-01-03 | D | D | 4,506 | — | 7,075,069 | I See footnote | — | — | (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) 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. (F4) 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. |
| 4 | Common | Class A Common Stock | 2022-01-03 | A | A | 4,506 | — | 0 | I | — | — | (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 sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held by Alclear Investments II, LLC. |
| 5 | Common | Class A Common Stock | 2021-12-30 | S | D | 4,506 | $35.03 | 0 | I See footnote | — | — | (F3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or 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. (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 sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held by Alclear Investments II, LLC. (F4) 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. |
| 6 | Common | Class A Common Stock | 2022-01-04 | G | A | 79,935 | $0.00 | 79,935 | I See footnote | — | — | (F4) 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. |
| 7 | Common | Class A Common Stock | 2021-12-31 | M | A | 79,935 | $0.00 | 79,935 | D By Family Revocable Trust | — | — | (F1) This transaction reflects the issuance of shares following the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a share of Class A Common Stock following the vesting date. |
| 8 | Common | Class B Common Stock | 2022-01-03 | A | A | 4,506 | — | 194,953 | I See footnote | — | — | (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) Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). (F4) 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. |
| 9 | Derivative | Non-voting common units of Alclear Holdings, LLC | 2022-01-03 | D | D | 4,506 | — | 7,075,069 | I | — · — to — | 4,506 Class B Common Stock and Class A Common Stock | (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) 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. |
| 10 | Derivative | Restricted Stock Units | 2021-12-31 | M | D | 79,935 | $0.00 | 0 | D See footnote | — · — to — | 79,935 Class A Common Stock | (F4) 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. (F1) This transaction reflects the issuance of shares following the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a share of Class A Common Stock following the vesting date. |