General Atlantic, L.P. - May 17, 2022 Form 4 Insider Report for Clear Secure, Inc. (YOU)

Role
10%+ Owner
Signature
/s/ D. Gordon Cruess
Stock symbol
YOU
Transactions as of
May 17, 2022
Transactions value $
-$120,270,000
Form type
4
Date filed
5/19/2022, 07:41 PM
Previous filing
Jan 13, 2022
Next filing
May 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YOU Class A common stock Other +1.53M +16.46% 10.8M May 17, 2022 See footnote F1, F2, F5, F6, F7, F8, F9, F10
transaction YOU Class A common stock Sale -$120M -3.8M -35.14% $31.65 7.01M May 17, 2022 See footnote F3, F5, F6, F7, F9, F10

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 Class C common stock Other -1.53M -25.87% 4.38M May 17, 2022 Class A common stock 1.53M See footnote F1, F4, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Exchange Agreement, dated as of June 29, 2021, by and among the (the "Issuer"), Alclear Holdings, LLC ("Alclear"), General Atlantic (AC) Collections, L.P. ("GA AC Collections") and the other parties thereto, the reporting person may exchange shares of Class C common stock (together with an equal number of common units of Alclear (Alclear Units")) for shares of Class A common stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement. The exchange rights under the Exchange Agreement do not expire.
F2 Reflects 300,000 shares of Class A common stock held directly by General Atlantic (ALC), L.P. ("GA ALC"), 182,074 shares of Class A common stock held directly by GAPCO AIV Interholdco (AC), L.P., ("GAPCO AIV Interholdco"), 8,802,939 shares of Class A common stock held directly by GA AIV-1 B Interholdco (AC), L.P., ("GA AIV-1 B Interholdco AC ") and 1,528,686 shares of Class A common stock held directly by GA AC Collections.
F3 Reflects 300,000 shares of Class A common stock held directly by GA ALC, 135,924 shares of Class A common stock held directly by GAPCO AIV Interholdco and 6,577,775 shares of Class A common stock held directly by GA AIV-1 B Interholdco AC.
F4 Reflects 1,027,613 shares of Class C common stock (together with an equal number Alclear Units) held directly by General Atlantic (AC) Collections 2, L.P. ("GA AC Collections 2") and 3,352,700 shares of Class C common stock (together with an equal number of Alcear Units) held directly by GA AC Collections.
F5 The following investment funds share beneficial ownership of the shares of Class A common stock held by GA ALC: GAP Coinvestments CDA, L.P. ("GAPCO CDA"), GAP Coinvestments III, LLC ("GAPCO III"), GAP Coinvestments IV, LLC ("GAPCO IV"), GAP Coinvestments V, LLC ("GAPCO V"), General Atlantic Partners 100, L.P. ("GAP 100"), General Atlantic Partners (Lux) SCSp ("GAP Lux") and General Atlantic Partners (Bermuda) EU, L.P. ("GAP Bermuda EU").
F6 The following investment funds share beneficial ownership of the shares of Class A common stock held by GAPCO AIV Interholdco: GAPCO AIV Holdings, L.P. ("GAPCO AIV Holdings, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V.
F7 The following investment fund shares beneficial ownership of the shares of Class A common stock held by GA AIV-1 B Interholdco AC: General Atlantic Partners AIV-1 B, L.P. ("GAP AIV-1 B").
F8 The following investment funds share beneficial ownership of the shares of Class C common stock and corresponding Alclear Units held by GA AC Collections and GA AC Collections 2: GAPCO AIV Interholdco, General Atlantic Partners AIV (AC), L.P. ("GAP AIV AC"), GAPCO AIV Holdings, General Atlantic Partners AIV-1 A, L.P. ("GAP AIV-1 A"), GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V.
F9 The general partner of GAP AIV AC is General Atlantic GenPar (AC), L.P. ("GenPar AC"). General Atlantic (SPV) GP, LLC ("GA SPV") is the general partner of GAPCO AIV Interholdco, GA AIV-1 B Interholdco AC, GA AC Collections, GA AC 2 Collections, GAPCO AIV Holdings, GenPar AC and GA ALC. The general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp ("GenPar Lux"). The general partner of GenPar Lux is General Atlantic (Lux) S.a r.l. ("GA Lux"). The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is General Atlantic GenPar (Bermuda), L.P. ("GenPar Bermuda"). The general partner of GenPar Bermuda is GAP (Bermuda) L.P. ("GAP Bermuda").
F10 The general partner of GAP AIV-1 A, GAP AIV-1 B and GAP 100 is General Atlantic GenPar, L.P. ("GenPar"). The general partner of GenPar is General Atlantic, L.P. ("GA LP"). GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the "GA Management Committee"), is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are nine members of the GA Management Committee. The members of the GA Management Committee are also the members of the management committee of GAP Bermuda. Each of the members of the GA Management Committee disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.

Remarks:

The reporting persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. // Form 1 of 3