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Filing Details

Accession Number:: 0000899243-22-036217
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-17 17:42:07
Reporting Period:: 2022-11-17

Accepted Time:: 2022-11-17 17:42:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1809104	Alight Inc. / Delaware	ALIT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1070844	A Stephen Schwarzman	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1393818	Blackstone Inc.	345 Park Avenue New York NY 10154	No	No	Yes	No
1404071	L.l.c. Management Group Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1404073	L.p. Iii Holdings Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1464695	L.l.c. Gp I/Ii Holdings Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1478809	L.p. Gp Iii Holdings Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1478815	L.l.c. Management Gp Iii Holdings Blackstone	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1770701	L.l.c. Associates-Nq Btas	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	Yes	No
1771035	L.l.c. Nq Gp Side-By-Side Vii Bcp	C/O Blackstone Inc. 345 Park Avenue New York NY 10154	No	No	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	2022-11-17	5,371,237	$0.00	5,459,742	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2022-11-17	20,152	$0.00	20,484	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2022-11-17	58,078	$0.00	59,035	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2022-11-17	619,388	$0.00	629,594	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2022-11-17	5,381,060	$7.46	78,682	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2022-11-17	20,189	$7.46	295	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2022-11-17	58,184	$7.46	851	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2022-11-17	620,521	$7.46	9,073	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2022-11-17	6,074,717	$7.46	48,659,181	No	4	S	Indirect	See Footnotes
Class V Common Stock	Disposition	2022-11-17	5,371,237	$0.00	43,024,219	No	4	J	Indirect	See Footnotes
Class V Common Stock	Disposition	2022-11-17	20,152	$0.00	161,420	No	4	J	Indirect	See Footnotes
Class V Common Stock	Disposition	2022-11-17	58,078	$0.00	465,213	No	4	J	Indirect	See Footnotes
Class V Common Stock	Disposition	2022-11-17	619,388	$0.00	4,961,364	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Units	Disposition	2022-11-17	5,371,237	$0.00	5,371,237	$0.00
Class A Common Stock	Class A Units	Disposition	2022-11-17	20,152	$0.00	20,152	$0.00
Class A Common Stock	Class A Units	Disposition	2022-11-17	58,078	$0.00	58,078	$0.00
Class A Common Stock	Class A Units	Disposition	2022-11-17	619,388	$0.00	619,388	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
43,024,219	No	4	C	Indirect
161,420	No	4	C	Indirect
465,213	No	4	C	Indirect
4,961,364	No	4	C	Indirect

Footnotes

This amount of $7.46 represents the $7.75 public offering price per share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Alight, Inc. (the "Issuer"), less the underwriting discount of $0.29 per share (such offering, the "Secondary Offering").
Reflects securities directly held by Blackstone Capital Partners VII NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
Reflects securities directly held by BCP VII SBS Holdings L.L.C., the sole member of which is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C., the sole member of which is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C.
Reflects securities directly held by Blackstone Family Investment Partnership VII - ESC NQ L.P., the general partner of which is BCP VII Side-by-Side GP NQ L.L.C., the sole member of which is Blackstone Holdings II L.P.
Reflects securities directly held by BTAS NQ Holdings L.L.C., the managing member of which is BTAS Associates-NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
Reflects securities directly held by Blackstone Capital Partners VII (IPO) NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. ("Blackstone") is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Upon the closing of the Secondary Offering and in connection with the exchange of Class A units of Alight Holding Company, LLC ("Class A Units") for shares of Class A Common Stock (as further described in Footnote 12), an equal number of shares of the Issuer's Class V common stock were cancelled for no consideration. 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 will be entitled to one vote per share on all matters to be voted on by the Issuer's stockholders generally.
Upon the closing of the Secondary Offering, an aggregate of 6,068,855 Class A Units were exchanged for an equal number of shares of Class A Common Stock. Class A Units have no voting rights but are entitled to share in the profits and losses of Alight Holding Company LLC. Class A Units held by the Reporting Persons can be exchanged, up to once per calendar quarter (and in the case of the Blackstone entities described herein, twice per calendar quarter in the aggregate), for an equal number of shares of Class A Common Stock. Notwithstanding the foregoing, the Issuer will be permitted, at its sole discretion, in lieu of delivering shares of 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 Class A Common Stock ending on the day such measurement is made.