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Filing Details

Accession Number:: 0001209191-22-045262
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-10 17:33:15
Reporting Period:: 2022-08-08

Accepted Time:: 2022-08-10 17:33:15
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 E 55Th St., 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	Disposition	2022-08-08	201,909	$28.32	0	No	4	S	Indirect	See footnote
Class D Common Stock	Disposition	2022-08-10	201,909	$0.00	6,872,954	No	4	D	Indirect	See footnote
Class B Common Stock	Acquisiton	2022-08-10	201,909	$0.00	392,356	No	4	A	Indirect	See footnote
Class B Common Stock	Disposition	2022-08-10	201,909	$0.00	190,447	No	4	D	Indirect	See footnote
Class A Common Stock	Acquisiton	2022-08-10	201,909	$0.00	0	No	4	A	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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 B Common Stock And Class A Common Stock	Non-voting common units of Alclear Holdings, LLC	Disposition	2022-08-10	201,909	$0.00	201,909	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,872,954			No	4	D	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	79,935	Indirect	By Family Revocable Trust

Footnotes

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 ranging from $28.00 to $28.68, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and 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.
Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock of the Issuer ("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.
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 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).