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Filing Details

Accession Number:: 0000950142-22-000161
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-04 21:21:17
Reporting Period:: 2021-12-30

Accepted Time:: 2022-01-04 21:21:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856314	Clear Secure Inc.	YOU	Services-Prepackaged Software (7372)	862643981

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1868811	L. Kenneth Cornick	65 East 55Th Street, 17Th Floor New York NY 10022	President & Cfo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-12-31	79,935	$0.00	79,935	No	4	M	Direct
Class A Common Stock	Disposition	2022-01-04	79,935	$0.00	0	No	4	G	Direct
Class A Common Stock	Acquisiton	2022-01-04	79,935	$0.00	79,935	No	4	G	Indirect	By Family Revocable Trust
Class A Common Stock	Disposition	2021-12-30	4,506	$35.03	0	No	4	S	Indirect	See footnote
Class D Common Stock	Disposition	2022-01-03	4,506	$0.00	7,075,069	No	4	D	Indirect	See footnote
Class B Common Stock	Acquisiton	2022-01-03	4,506	$0.00	194,953	No	4	A	Indirect	See footnote
Class B Common Stock	Disposition	2022-01-03	4,506	$0.00	190,447	No	4	D	Indirect	See footnote
Class A Common Stock	Acquisiton	2022-01-03	4,506	$0.00	0	No	4	A	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	G	Direct
No	4	G	Indirect	By Family Revocable Trust
No	4	S	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	A	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2021-12-31	79,935	$0.00	79,935	$0.00
Class B Common Stock And Class A Common Stock	Non-voting common units of Alclear Holdings, LLC	Disposition	2022-01-03	4,506	$0.00	4,506	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct
7,075,069			No	4	D	Indirect

Footnotes

This transaction reflects the issuance of shares following the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a share of Class A Common Stock following the vesting date.
This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
Alclear Investments II, LLC is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC.
Shares of Class D common stock of the Issuer ("Class D Common Stock") have 20 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common units ("Common Units") of Alclear Holdings, LLC ("Alclear") held.
Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the "Exchange Agreement"), Common Units, together with a corresponding number of shares of Class D Common Stock, were exchanged for shares of Class B Common Stock of the Issuer ("Class B Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.
Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock was converted into a share of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held by Alclear Investments II, LLC.