Form Type: 4

SEC EDGAR Link
Accession Number:0000950142-23-000232
Date:2023-01-26
Issuer: CLEAR SECURE, INC. (YOU)
Original Submission Date:

Reporting Person:

GENERAL ATLANTIC, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GENERAL ATLANTIC (SPV) GP, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GAP COINVESTMENTS III, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GAP COINVESTMENTS IV, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GAP COINVESTMENTS V, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GENERAL ATLANTIC GENPAR, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET HAMILTON, D0 HM 11

Reporting Person:

GAP (BERMUDA) L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET HAMILTON, D0 HM 11

Reporting Person:

GENERAL ATLANTIC (ALC), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY 10055

Reporting Person:

GENERAL ATLANTIC GENPAR (LUX) SCSP
412F ROUTE D'ESCH
LUXEMBOURG, N4 L-1471

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2023-01-26 J 724,658 a $0.00 6,662,472 indirect
CLASS A COMMON STOCK 2023-01-26 S 1,801,352 d $29.00 4,861,120 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS C COMMON STOCK 0.0 2023-01-26 deemed execution date J 724,658 (d) class a common stock 724,658 $0.00 2,931,540 indirect see footnote
Footnotes
IDfootnote
f1 pursuant to the exchange agreement, dated as of june 29, 2021, by and among the (the "issuer"), alclear holdings, llc ("alclear"), general atlantic (ac) collections, l.p. ("ga ac collections") and the other parties thereto, the reporting person may exchange shares of class c common stock (together with an equal number of common units of alclear ("alclear units")) for shares of class a common stock of the issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the exchange agreement. the exchange rights under the exchange agreement do not expire.
f2 the class a common stock was sold pursuant to a 10b5-1 trading plan in a block trade. the 10b5-1 trading plan was established by ga aiv-1 b interholdco (ac), l.p., gapco aiv interholdco (ac), l.p. and general atlantic (ac) collections, l.p. (together, the "sellers"), as of december 16, 2022 to provide for sales of class a common stock, from time to time, within pre-determined price and quantity limits.
f3 reflects 300,000 shares of class a common stock held directly by general atlantic (alc), l.p. ("ga alc"), 114,063 shares of class a common stock held directly by gapco aiv interholdco (ac), l.p., ("gapco aiv interholdco"), 5,523,751 shares of class a common stock held directly by ga aiv-1 b interholdco (ac), l.p., ("ga aiv-1 b interholdco ac ") and 724,658 shares of class a common stock held directly by ga ac collections.
f4 reflects 300,000 shares of class a common stock held directly by ga alc, 92,186 shares of class a common stock held directly by gapco aiv interholdco and 4,468,934 shares of class a common stock held directly by ga aiv-1 b interholdco ac.
f5 reflects 1,027,613 shares of class c common stock (together with an equal number alclear units) held directly by general atlantic (ac) collections 2, l.p. ("ga ac collections 2") and 1,903,927 shares of class c common stock (together with an equal number of alcear units) held directly by ga ac collections.
f6 the following investment funds share beneficial ownership of the shares of class a common stock held by ga alc: gap coinvestments cda, l.p. ("gapco cda"), gap coinvestments iii, llc ("gapco iii"), gap coinvestments iv, llc ("gapco iv"), gap coinvestments v, llc ("gapco v"), general atlantic partners 100, l.p. ("gap 100"), general atlantic partners (lux) scsp ("gap lux") and general atlantic partners (bermuda) eu, l.p. ("gap bermuda eu").
f7 the following investment funds share beneficial ownership of the shares of class a common stock held by gapco aiv interholdco: gapco aiv holdings, l.p. ("gapco aiv holdings, gapco cda, gapco iii, gapco iv and gapco v.
f8 the following investment fund shares beneficial ownership of the shares of class a common stock held by ga aiv-1 b interholdco ac: general atlantic partners aiv-1 b, l.p. ("gap aiv-1 b").
f9 the following investment funds share beneficial ownership of the shares of class c common stock and corresponding alclear units held by ga ac collections and ga ac collections 2: gapco aiv interholdco, general atlantic partners aiv (ac), l.p. ("gap aiv ac"), gapco aiv holdings, general atlantic partners aiv-1 a, l.p. ("gap aiv-1 a"), gapco cda, gapco iii, gapco iv and gapco v.
f10 the general partner of gap aiv ac is general atlantic genpar (ac), l.p. ("genpar ac"). general atlantic (spv) gp, llc ("ga spv") is the general partner of gapco aiv interholdco, ga aiv-1 b interholdco ac, ga ac collections, ga ac 2 collections, gapco aiv holdings, genpar ac and ga alc. the general partner of gap lux is general atlantic genpar (lux) scsp ("genpar lux"). the general partner of genpar lux is general atlantic (lux) s.a r.l. ("ga lux"). the general partner of gap bermuda eu and the sole shareholder of ga lux is general atlantic genpar (bermuda), l.p. ("genpar bermuda"). the general partner of genpar bermuda is gap (bermuda) l.p. ("gap bermuda").
f11 the general partner of gap aiv-1 a, gap aiv-1 b and gap 100 is general atlantic genpar, l.p. ("genpar"). the general partner of genpar is general atlantic, l.p. ("ga lp"). ga lp, which is controlled by the management committee of gasc mgp, llc (the "ga management committee"), is the sole member of ga spv, the managing member of gapco iii, gapco iv and gapco v and the general partner of gapco cda. there are nine members of the ga management committee. the members of the ga management committee are also the members of the management committee of gap bermuda. each of the members of the ga management committee disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.
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