| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | YOU | Class A Common Stock | Sale | -$4.22M | -150K | -84.54% | $28.14 | 27.4K | Aug 15, 2024 | Direct | F1, F2, F3 |
| transaction | YOU | Class C Common Stock | Disposed to Issuer | -150K | -17.57% | 704K | Aug 19, 2024 | Direct | F3, F4, F5 | ||
| transaction | YOU | Class A Common Stock | Award | +150K | 27.4K | Aug 19, 2024 | Direct | F3 | |||
| holding | YOU | Class C Common Stock | 231K | Aug 15, 2024 | See footnote | F4, F5, F6 |
| 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 | -150K | -17.57% | 704K | Aug 19, 2024 | Class A Common Stock | 150K | Direct | F3, F5 | |||
| holding | YOU | Non-voting common units of Alclear Holdings, LLC | 231K | Aug 15, 2024 | Class A Common Stock | 231K | See footnote | F5, F6 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 14, 2022. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.00 to $28.35, 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 rights under the Exchange Agreement do not expire. 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, 27,431 shares of Class A Common Stock were held. |
| F4 | 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. |
| F5 | Pursuant to the terms of the Exchange Agreement, 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, 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. |
| F6 | The reporting person is the managing director of Brothers Brook, LLC, and the reporting person has dispositive control and voting control over the shares held by Brothers Brook, LLC. |