Alclear Investments II, LLC - May 28, 2025 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Lynn Haaland, Attorney-in-Fact
Stock symbol
YOU
Transactions as of
May 28, 2025
Transactions value $
$0
Form type
4
Date filed
5/30/2025, 04:29 PM
Previous filing
May 22, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Alclear Investments II, LLC Director, Other*, 10%+ Owner 85 10TH AVE, 9TH FLOOR, NEW YORK /s/ Lynn Haaland, Attorney-in-Fact 2025-05-30 0001869245

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class D Common Stock Disposed to Issuer -200K -4.94% 3.85M May 28, 2025 Direct F1, F2
transaction YOU Class B Common Stock Award +200K 200K May 28, 2025 Direct F1, F3
transaction YOU Class B Common Stock Disposed to Issuer -200K -100% 0 May 28, 2025 Direct F3, F4
transaction YOU Class A Common Stock Award +200K +134.14% 349K May 28, 2025 Direct F4

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
transaction YOU Non-voting common units of Alclear Holdings, LLC Disposed to Issuer -200K -4.94% 3.85M May 28, 2025 Class B Common Stock and Class A Common Stock 200K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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"), non-voting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class D Common Stock of the Issuer ("Class D Common Stock"), were exchanged for 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.
F2 Shares of 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 Common Units of Alclear.
F3 Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
F4 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.

Remarks:

By virtue of its relationship with Mr. Kenneth Cornick, the sole manager of Alclear Investments II, LLC and an equityholder of Alclear Investments II, LLC, the reporting person may be deemed to be a director by deputization.