Robert Sturrus Form 3 Alight, Inc. / Delaware / Robert Sturrus 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^*

Sturrus Robert

(Last)

(First)

(Middle)

C/O ALIGHT, INC.

320 SOUTH CANAL STREET, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2025

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 Client 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	36,774⁽¹⁾	D
Class V Common Stock⁽²⁾	10,384	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	10,384	⁽³⁾	I	By Tempo Management, LLC
Class B-1 Common Stock⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	10,119	⁽⁴⁾	D
Class B-2 Common Stock⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	10,119	⁽⁵⁾	D
Class B-1 Units⁽⁶⁾	⁽³⁾⁽⁶⁾	⁽³⁾⁽⁶⁾	Class A Common Stock	337	⁽³⁾⁽⁶⁾	I	By Tempo Management, LLC
Class B-2 Units⁽⁶⁾	⁽³⁾⁽⁶⁾	⁽³⁾⁽⁶⁾	Class A Common Stock	337	⁽³⁾⁽⁶⁾	I	By Tempo Management, LLC

Explanation of Responses:

1. Includes restricted stock units scheduled to vest in the future.

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 with 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 person 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") have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting person can be exchanged, up to once per calendar quarter, 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 the 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 with 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.

5. Shares of Class B-2 common stock do not represent economic interests in the Issuer, except for participation together with the 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 with 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.

6. Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting 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.

Remarks:

	/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact	01/17/2025
	** 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).
** 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.

Robert Sturrus Form 3Alight, Inc. / Delaware / Robert Sturrus ownership change