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Filing Details

Accession Number:: 0001209191-23-016910
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-07 17:47:13
Reporting Period:: 2023-03-03

Accepted Time:: 2023-03-07 17:47:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856314	Clear Secure Inc.	YOU	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1214606	H Jeffery Boyd	85 10Th Ave., 9Th Floor New York NY 10011		Yes	No	No	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
Class A Common Stock	Disposition	2023-03-03	44,205	$28.70	12,050	No	4	S	Direct
Class A Common Stock	Disposition	2023-03-03	5,795	$29.09	12,050	No	4	S	Direct
Class C Common Stock	Disposition	2023-03-06	50,000	$0.00	853,687	No	4	D	Direct
Class A Common Stock	Acquisiton	2023-03-06	50,000	$0.00	12,050	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	D	Direct
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Non-voting common units of Alclear Holdings, LLC	Disposition	2023-03-06	50,000	$0.00	50,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
853,687			No	4	D	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class C Common Stock	230,811	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Non-voting common units of Alclear Holdings, LLC	$0.00			230,811	230,811	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	230,811	230,811	Indirect

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 $28.04 to $29.03, 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 Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class Acommon stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. 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, 12,050 shares of Class A Common Stock were held.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $29.04 to $29.18, 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.
Shares of Class C Common Stock have one vote 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 Common Units held.
Pursuant to the terms of the Exchange Agreement, Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire.
The reporting person is the managing director of Brothers Brook, LLC, and the reporting person has dispositive control and voting control over the shares held by Brothers Brook, LLC.