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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Clear Secure, Inc. [ YOU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/02/2021 | A(1) | 300,000 | A | $31 | 9,285,013(2) | I | See footnote(3)(4)(5)(6) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The shares of Class A common stock of Clear Secure, Inc. (the "Issuer"), were acquired by General Atlantic (ALC), L.P., a Delaware limited partnership ("GA ALC") in connection with the initial public offering of the Issuer which closed on July 2, 2021. |
| 2. Reflects 300,000 shares of Class A common stock held directly by GA ALC, 182,074 shares of Class A common stock held directly by GAPCO AIV Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV Interholdco") and 8,802,939 shares of Class A common stock held directly by GAPCO AIV 1-B Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV B Interholdco"). |
| 3. The limited partners of GA ALC are the following investment funds (the "GA Funds"): General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda limited partnership ("GAP Bermuda EU"), General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership ("GAP Lux"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). |
| 4. The members of GA AIV Interholdco, GA AIV B Interholdco, General Atlantic (AC) Collections 2, L.P. ("GA AC 2") (which directly holds 1,027,613 shares of Class C common stock of the Issuer), and General Atlantic (AC) Collections, L.P. ("GA AC") (which directly holds 4,881,386 shares of Class C common stock of the Issuer) are General Atlantic Partners AIV (AC), L.P., a Delaware Partnership ("GA Partners AIV"), GAPCO AIV Holdings, L.P., a Delaware limited partnership ("GAPCO AIV"), General Atlantic Partners AIV 1-A, L.P., a Delaware limited partnership ("GAP AIV 1-A"), General Atlantic Partners AIV-1-B, L.P., a Delaware limited partnership ("GAP AIV 1-B"), GAPCO CDA, GAPCO III, GAPCO IV, and GAPCO V. The general partner of GA Partners AIV is General Atlantic GenPar (AC), L.P., a Delaware limited partnership ("GA GenPar AC"). |
| 5. The general partner of GA ALC is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). GA SPV is the general partner of GA AIV Interholdco, GA AIV B Interholdco, GA AC and GA AC 2, GAPCO AIV and GA GenPar AC. The general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership ("GA GenPar Lux") and the general partner of GA GenPar Lux is General Atlantic (Lux) S.a r.l., a Luxembourg company ("GA Lux"). The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is General Atlantic GenPar (Bermuda), L.P., a Bermuda limited partnership ("GenPar Bermuda"). GAP (Bermuda) Limited ("GAP (Bermuda) Limited") is the general partner of GenPar Bermuda. |
| 6. The general partner of GAP 100, GAP AIV 1-A and GAP AIV 1-B is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar"). General Atlantic LLC, a Delaware limited liability company ("GA LLC") is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. There are nine members of the management committee of GA LLC (the "GA Management Committee"). The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein. |
| Remarks: |
| GA ALC, GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GA GenPar, GA GenPar AC, the GA Funds, GA Partners AIV, GAPCO AIV, GAP AIV 1-B, GAP AIV A-1, GA SPV, GA GenPar Lux, GA Lux, GenPar Bermuda, GAP (Bermuda) Limited, GA GenPar, and GA LLC 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 3 of 3 |
| /s/ J. Frank Brown | 07/07/2021 | |
| /s/ J. Frank Brown | 07/07/2021 | |
| /s/ J. Frank Brown | 07/07/2021 | |
| /s/ J. Frank Brown | 07/07/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||