Clear Secure (YOU) Form 3 Initial statement of insider ownership

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^*

GAPCO AIV Interholdco (AC), 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. Date of Event Requiring Statement (Month/Day/Year)
06/30/2021

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

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

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

5. 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 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	8,985,013	I	See footnote(1)(2)(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C common stock	(5)	(5)	Class A common stock	5,908,999	(6)	I	See footnote(2)(3)(4)(7)

1. Name and Address of Reporting Person^*

GAPCO AIV Interholdco (AC), 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^*

GA AIV-1 B Interholdco (AC), 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^*

GAPCO AIV Holdings, 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 (AC) Collections, 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 (AC) Collections 2, 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^*

GAP Coinvestments CDA, 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)

Explanation of Responses:

1. Reflects 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 GA AIV-1 B Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV B Interholdco").

2. The members of GA AIV Interholdco, GA AIV B Interholdco, GA AC and GA AC 2 that share beneficial ownership of the interests held by General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC") and General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC 2"), are the following investment funds (the "GA Funds"): General Atlantic Partners AIV (AC), L.P., a Delaware limited 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"), 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 (continued in FN3)

3. (continued from FN2) GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). The general partner of GA Partners AIV is General Atlantic GenPar (AC), L.P., a Delaware limited partnership ("GA GenPar AC"). General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV") is the general partner of GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GAPCO AIV and GA GenPar AC. The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar").

4. The general partner of GA GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC 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 management committee of GA LLC (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.

5. The reporting person may exchange shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) 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 to be entered into at the closing of the initial public offering of Clear Secure, Inc. (the "Issuer").

6. Each share of Class C common stock represents the right to receive one share of Class A common stock of the Issuer, if exchanged together with one common unit of Alclear Holdings, LLC, in accordance with the terms and subject to the restrictions to be set forth in the Exchange Agreement in footnote (4) above.

7. Reflects 1,027,613 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC 2 and 4,881,386 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC.

Remarks:

GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GA GenPar, GA GenPar AC, GA SPV, GA LLC and the GA Funds 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 2 of 2

	/s/ J. Frank Brown	06/30/2021
	/s/ J. Frank Brown	06/30/2021
	/s/ J. Frank Brown	06/30/2021
	/s/ J. Frank Brown	06/30/2021
	/s/ J. Frank Brown	06/30/2021
	/s/ J. Frank Brown	06/30/2021
	** 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 5 (b)(v).
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