Katie J. Rooney Form 3 Alight / Katie J. Rooney ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rooney Katie J.

(Last)

(First)

(Middle)

C/O ALIGHT, INC.

4 OVERLOOK POINT

(Street)

LINCOLNSHIRE

60069

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2021

3. Issuer Name and Ticker or Trading Symbol
Alight Group, Inc. [ ALIT ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,865,725⁽¹⁾	D
Class V Common Stock⁽²⁾⁽³⁾	69,620	I	By Tempo Management, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Units⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	69,620	⁽³⁾	I	By Tempo Management, LLC
Class B-1 Common Stock⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	57,168⁽⁴⁾	⁽⁴⁾	D
Class B-2 Common Stock⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	57,168⁽⁵⁾	⁽⁵⁾	D
Class Z-A Common Stock⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	21,066	⁽⁶⁾	D
Class Z-B-1 Common Stock⁽⁷⁾	⁽⁴⁾⁽⁷⁾	⁽⁴⁾⁽⁷⁾	Class A Common Stock	1,145	⁽⁴⁾⁽⁷⁾	D
Class Z-B-2 Common Stock⁽⁸⁾	⁽⁵⁾⁽⁸⁾	⁽⁵⁾⁽⁸⁾	Class A Common Stock	1,145	⁽⁵⁾⁽⁸⁾	D
Class B-1 Units⁽⁹⁾	⁽³⁾⁽⁹⁾	⁽³⁾⁽⁹⁾	Class A Common Stock	2,250	⁽³⁾⁽⁹⁾	I	By Tempo Management, LLC
Class B-2 Units⁽⁹⁾	⁽³⁾⁽⁹⁾	⁽³⁾⁽⁹⁾	Class A Common Stock	2,250	⁽³⁾⁽⁹⁾	I	By Tempo Management, LLC
Class Z-A Units⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	Class A Common Stock	2,487	⁽³⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	I	By Tempo Management, LLC
Class Z-B-1 Units⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	Class A Common Stock	135	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	I	By Tempo Management, LLC
Class Z-B-2 Units⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	Class A Common Stock	135	⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	I	By Tempo Management, LLC

Explanation of Responses:

1. Includes 1,276,029 shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.

2. Shares of Class V common stock do not represent economic interests in the issuer. Except as provided in the issuer's certificate of incorporation or as required by applicable law, holders of Class V common stock will be entitled to one vote per share on all matters to be voted on by the issuer's stockholders generally. Upon exchange of Class A Units of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting persons and reported in Table II hereof, an equal number of shares of the issuer's Class V common stock will be cancelled for no consideration.

3. Class A Units of Alight Holdings ("Class A Units") will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting persons can be exchanged, up to once per calendar quarter (and in the case of certain Blackstone entities, twice per calendar quarter in the aggregate), for an equal number of shares of the issuer's Class A common stock. Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering shares of the issuer's Class A common stock for any Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the issuer's Class A common stock ending on the day such measurement is made.

4. Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events. Includes 38,112 shares of Class B-1 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.

5. Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events. Includes 38,112 shares of Class B-2 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.

6. Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.

7. Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.

8. Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.

9. Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting rights or rights to distributions. Class B Units will vest and automatically convert into an equal number of Class A Units as follows: (i) the Class B-1 Units will vest upon the occurrence of a Class B-1 vesting event and (ii) the Class B-2 Units will vest upon the occurrence of a Class B-2 vesting event. Upon the conversion of a Class B Unit, the holder of such Class B Unit will be entitled to receive a payment (a "Dividend Catch-Up Payment") equal to the aggregate amount of distributions paid per Class A Unit (excluding tax distributions) from July 2, 2021 and ending on the day prior to the date on which such Class B Unit converts into a Class A Unit. If any of the Class B Units do not vest on or before July 2, 2028, such units will be automatically forfeited and cancelled for no consideration, and will not be entitled to receive any Dividend Catch-Up Payments.

10. Class Z Units will initially be unvested and will not be entitled to share in any profits or losses of Alight Holdings and will not have any voting rights or rights to distributions. In the event that any Class A common stock or Class B-1 or B-2 common stock is forfeited by management under the terms of the applicable award agreement, an equivalent portion of the unvested shares of Company Class Z-A common stock and Class Z-A Units, in the aggregate, or Company Class Z-B-1 or Z-B-2 common stock and Class Z-B-1 or Z-B-2 Units, in the aggregate, will vest, with such vested portion being allocated among the holders of Class Z common stock and Class Z Units based on the allocation principles under the issuer's business combination agreement.

11. Only if and when an applicable vesting event has occurred with respect to a whole Class Z-A Unit or Class Z-B Unit, the unit will automatically convert into a Class A or Class B Unit, as applicable, at which time such units will be entitled to all of the benefits of those Class A Units or Class B Units. In addition, (x) each Class Z-A Unit that converts into a Class A Unit will entitle the holder to receive the aggregate amount of any distributions declared on the Class A

12. (Continued from Footnote 11) Units since the closing date (a "Distribution Catch-Up Payment") and (y) if a Class B vesting event occurs resulting in the conversion of any unvested Class B consideration into unvested Class A consideration because such consideration remains unvested under the terms of a management award agreement, such management holder will not be entitled to a Distribution Catch-Up Payment upon the conversion event and, if and when such unvested Class A consideration is forfeited (triggering the vesting and conversion of the corresponding Class Z consideration), the Distribution Catch-Up Payment will be paid to the converting holders of Class Z Units.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney

	/s/ Paulette Dodson, General Counsel and Corporate Secretary, as Attorney-in-Fact	07/12/2021
	** Signature of Reporting Person	Date
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Katie J. Rooney Form 3Alight / Katie J. Rooney ownership change