Michael Z. Barkin - 30 Jun 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Role
Director
Signature
/s/ Matthew Levine, Attorney-in-Fact
Issuer symbol
YOU
Transactions as of
30 Jun 2021
Net transactions value
$0
Form type
3
Filing time
30 Jun 2021, 16:53:36 UTC
Previous filing
11 Jun 2021
Next filing
10 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding YOU Class C common stock 179,854 30 Jun 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding YOU Non-voting common units of Alclear Holdings, LLC 30 Jun 2021 Class A common stock 179,854 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class C common stock of the Issuer (?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 non-voting common interest units (?Common Units?) of Alclear Holdings, LLC (?Alclear?) held.
F2 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?), vested Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class A common stock of the Issuer (?Class A Common Stock?), which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. A portion of the Common Units remain unvested and vest in equal installments on September 19, 2021 and 2022.

Remarks:

See Exhibit 24.1 - Power of Attorney