Jeremy J. Heaton Form 3 Alight, Inc. / Delaware / Jeremy J. Heaton 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^*

Heaton Jeremy J.

(Last) (First) (Middle)

C/O ALIGHT, INC.

4 OVERLOOK POINT

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2024

3. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ 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	577,368(1)	D

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 B-1 Common Stock(2)	(2)	(2)	Class A Common Stock	27,222(2)	(2)	D
Class B-2 Common Stock(3)	(3)	(3)	Class A Common Stock	27,222(3)	(3)	D
Class Z-A Common Stock(4)	(4)	(4)	Class A Common Stock	10,031	(4)	D
Class Z-B-1 Common Stock(5)	(2)(5)	(2)(5)	Class A Common Stock	545	(2)(5)	D
Class Z-B-2 Common Stock(6)	(3)(6)	(3)(6)	Class A Common Stock	545	(3)(6)	D

Explanation of Responses:

1. Includes restricted stock units scheduled to vest in the future and 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 B-1 common stock do not represent economic interestes 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 18,148 shares of Class B-1 common stock that are subject to certain transfer, voting, vesting and other restirctions applicable to "Restricted Stock," as set forth in the Issuer's Omnibus Incentive Plan.

3. 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 18,148 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 Omnibus Incentive Plan.

4. 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.

5. 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.

6. 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.

Remarks:

Power of Attorney Ex. 24.1

	/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact	05/17/2024
	** Signature of Reporting Person	Date
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