Form 4 for YOU Clear Secure, Inc.
Accepted 2022-08-12 00:00:00 ET · period of report 2022-08-10 · accession 0001209191-22-045693 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-08-12 | 2022-08-11+ | YOU | Levine Matthew | GC, Chief Privacy Off, Sec | A - Grant | — | +8,000 | 0 | New | — |
| DMI | 2022-08-12 | 2022-08-10+ | YOU | Levine Matthew | GC, Chief Privacy Off, Sec | S - Sale | $29.03 | -8,000 | 0 | -100% | -$232.3K |
| DMI | 2022-08-12 | 2022-08-11+ | YOU | Levine Matthew | GC, Chief Privacy Off, Sec | D - Sale to Iss | — | -8,000 | 443.8K | -2% | — |
| DMI | 2022-08-12 | 2022-08-11+ | YOU | Levine Matthew | GC, Chief Privacy Off, Sec | D - Sale to Iss | — | -8,000 | 443.8K | -2% | — |
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 | 2022-08-11 | A | A | 3,300 | — | 0 | I See footnote | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 2 | Common | Class A Common Stock | 2022-08-11 | S | D | 4,700 | $29.05 | 0 | I See footnote | — | — | (F6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $29.00 to $29.13, 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 Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 3 | Common | Class A Common Stock | 2022-08-12 | A | A | 4,700 | — | 0 | I See footnote | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 4 | Common | Class C Common Stock | 2022-08-12 | D | D | 4,700 | — | 439,122 | I See footnote | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F5) Shares of Class C Common Stock have one vote 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 Common Units held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 5 | Common | Class A Common Stock | 2022-08-10 | S | D | 3,300 | $29.01 | 0 | I See footnote | — | — | (F2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $29.00 to $29.04, 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 Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 6 | Common | Class C Common Stock | 2022-08-11 | D | D | 3,300 | — | 443,822 | I See footnote | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F5) Shares of Class C Common Stock have one vote 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 Common Units held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 7 | Derivative | Non-voting common units of Alclear Holdings, LLC | 2022-08-12 | D | D | 4,700 | — | 439,122 | I See footnote | — · — to — | 4,700 Class A Common Stock | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |
| 8 | Derivative | Non-voting common units of Alclear Holdings, LLC | 2022-08-11 | D | D | 3,300 | — | 443,822 | I See footnote | — · — to — | 3,300 Class A Common Stock | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange right under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock were held. (F4) Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine, LLC. |