Form 4 for YOU Clear Secure, Inc.
Accepted 2022-08-10 00:00:00 ET · period of report 2022-08-08 · accession 0001209191-22-045260 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-08-10 | 2022-08-10 | YOU | Alclear Investments, LLC | Dir, 10%, See Remarks | D - Sale to Iss | — | -403.8K | 6.87M | -6% | — |
| DM | 2022-08-10 | 2022-08-10 | YOU | Alclear Investments, LLC | Dir, 10%, See Remarks | A - Grant | — | +403.8K | 0 | New | — |
| D | 2022-08-10 | 2022-08-08 | YOU | Alclear Investments, LLC | Dir, 10%, See Remarks | S - Sale | $28.32 | -201.9K | 0 | -100% | -$5.72M |
| D | 2022-08-10 | 2022-08-10 | YOU | Alclear Investments, LLC | Dir, 10%, See Remarks | D - Sale to Iss | — | -201.9K | 6.87M | -3% | — |
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 B Common Stock | 2022-08-10 | D | D | 201,909 | — | 190,447 | D | — | — | (F6) Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). (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. |
| 2 | Common | Class B Common Stock | 2022-08-10 | A | A | 201,909 | — | 392,356 | D | — | — | (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). |
| 3 | Common | Class D Common Stock | 2022-08-10 | D | D | 201,909 | — | 6,872,954 | D | — | — | (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. (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. |
| 4 | Common | Class A Common Stock | 2022-08-08 | S | D | 201,909 | $28.32 | 0 | D | — | — | (F2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.00 to $28.68, 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. |
| 5 | Common | Class A Common Stock | 2022-08-10 | A | A | 201,909 | — | 0 | D | — | — | (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. |
| 6 | Derivative | Non-voting common units of Alclear Holdings, LLC | 2022-08-10 | D | D | 201,909 | — | 6,872,954 | D | — · — to — | 201,909 Class B Common Stock and Class A Common Stock | (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. |