Alight (ALIT) Form 4 Change in insider ownership

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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X

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^*

BX Tempo ML Holdco 1 L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ]

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)
08/22/2023

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	08/22/2023		S(1)		6,961,421	D	$7.98(1)	24,253,168	I	Holdco 1(5)(7)(8)(9)
Class V common stock	08/22/2023		J(2)		7,342,042	D	$0.00(2)	23,842,419	I	Holdco 2(6)(7)(8)(9)
Class A common stock	08/22/2023		C(3)		7,342,042	A	(3)	7,399,070	I	Holdco 2(6)(7)(8)(9)
Class A common stock	08/22/2023		S(1)		6,967,419	D	$7.98(1)	431,651	I	Holdco 2(6)(7)(8)(9)
Class A common stock	08/22/2023		S(4)		387,714	D	$7.98	23,865,454	I	Holdco 1(5)(7)(8)(9)
Class A common stock	08/22/2023		S(4)		388,049	D	$7.98	43,602	I	Holdco 2(6)(7)(8)(9)

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 A Units	(3)	08/22/2023		C(3)			7,342,042	(3)	(3)	Class A common stock	7,342,042	(3)	23,842,419	I	Holdco 2(6)(7)(8)(9)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 1 L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 1 GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 2 L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BX Tempo ML Holdco 2 GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners VII NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP VII SBS Holdings L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Family Investment Partnership VII-ESC NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BTAS NQ Holdings L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners VII (IPO) NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners VII.2 (IPO) NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities were sold in an underwritten public offering (the "Secondary Offering"). This reported price represents a public offering price of $8.29 per share of Common Stock of the Issuer, less an underwriting discount of $0.31 per share for shares sold in the Secondary Offering.

2. Reflects the cancellation of shares of Class V common stock in connection with the exchange described in Footnote 3. 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 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. Reflects the exchange into Class A common stock. 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 the Blackstone entities described herein, 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. In connection with and contingent on closing of the Secondary Offering, the reported securities were sold to the Issuer.

5. Reflects securities held directly by BX Tempo ML Holdco 1 L.P. ("Holdco 1"), the general partner of which is BX Tempo ML Holdco 1 GP L.L.C. Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. are the members of BX Tempo ML Holdco 1 GP L.L.C. The general partner of each of Blackstone Capital Partners VII (IPO) NQ L.P. and Blackstone Capital Partners VII.2 (IPO) NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C.

6. Reflects securities held directly by BX Tempo ML Holdco 2 L.P. ("Holdco 2"), the general partner of which is BX Tempo ML Holdco 2 GP L.L.C. Blackstone Capital Partners VII NQ L.P., BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C. are the members of BX Tempo ML Holdco 2 GP L.L.C. The general partner of Blackstone Capital Partners VII NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C. The sole member of BCP VII SBS Holdings L.L.C. is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C. The general partner of Blackstone Family Investment Partnership VII - ESC NQ L.P. is BCP VII Side-by-Side GP NQ L.L.C. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates-NQ L.L.C.

7. Blackstone Holdings II L.P. is the managing member of each of BMA VII NQ L.L.C. and BTAS Associates-NQ L.L.C. and the sole member of BCP VII Side-by-Side GP NQ L.L.C. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Side-by-Side Umbrella GP L.L.C. is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

9. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Form 1 of 3

	BX TEMPO ML HOLDCO 1 L.P., By: BX Tempo ML Holdco 1 GP L.L.C., its general partner, /s/ Brijesh Kalaria, Vice President	08/22/2023
	BX TEMPO ML HOLDCO 1 GP L.L.C., /s/ Brijesh Kalaria, Vice President	08/22/2023
	BX TEMPO ML HOLDCO 2 L.P., By: BX Tempo ML Holdco 2 GP L.L.C., its general partner, /s/ Brijesh Kalaria, Vice President	08/22/2023
	BX TEMPO ML HOLDCO 2 GP L.L.C., /s/ Brijesh Kalaria, Vice President	08/22/2023
	BLACKSTONE CAPITAL PARTNERS VII NQ L.P. By: Blackstone Management Associates VII NQ L.L.C., its GP, By: BMA VII NQ L.L.C., its sole member, By: Blackstone Holdings II L.P., its MM, By: Blackstone Holdings I/II GP L.L.C., its GP, /s/ Tabea Hsi, SMD	08/22/2023
	BCP VII SBS HOLDINGS L.L.C., By: Blackstone Side-by-Side Umbrella Partnership L.P., its sole member, By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, /s/ Tabea Hsi, Manager	08/22/2023
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VII-ESC NQ L.P., By: BCP VII Side-by-Side GP NQ L.L.C., its general partner, /s/ Tabea Hsi, Authorized Signatory	08/22/2023
	BTAS NQ HOLDINGS L.L.C., By: BTAS Associates-NQ L.L.C., its managing member, By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director	08/22/2023
	BLACKSTONE CAPITAL PARTNERS VII (IPO) NQ L.P., By: Blackstone Management Associates VII NQ L.L.C., its GP, By: BMA VII NQ L.L.C., its SM, By: Blackstone Holdings II L.P., its MM, By: Blackstone Holdings I/II GP L.L.C., its GP, /s/ Tabea Hsi, SMD	08/22/2023
	BLACKSTONE CAPITAL PARTNERS VII.2 (IPO) NQ L.P., By: Blackstone Management Associates VII NQ L.L.C., its general partner, By: BMA VII NQ L.L.C., its sole member, /s/ Tabea Hsi, Authorized Signatory	08/22/2023
	** Signature of Reporting Person	Date
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