Gap Coinvestments Iv Form 4 Clear Secure / Atlantic GenPar ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clear Secure, Inc. [ YOU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	05/17/2022		J(1)		1,528,686	A	(1)	10,813,699	I	See footnote(2)(5)(6)(7)(8)(9)(10)
Class A common stock	05/17/2022		S		3,800,000	D	$31.65	7,013,699	I	See footnote(3)(5)(6)(7)(9)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C common stock	(1)	05/17/2022		J(1)			1,528,686	(1)	(1)	Class A common stock	1,528,686	(1)	4,380,313	I	See footnote(4)(8)(9)(10)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic (SPV) GP, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP Coinvestments V, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP (Bermuda) L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic (ALC), L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic GenPar (Lux) SCSp

(Last) (First) (Middle)

412F ROUTE D'ESCH

(Street)

LUXEMBOURG N4 L-2086

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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").

6. 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.

7. 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").

8. 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.

9. 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").

10. 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

	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ D. Gordon Cruess	05/19/2022
	/s/ Ingrid van der Hoorn	05/19/2022
	** Signature of Reporting Person	Date
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