Sec Form 3 Filing - GAPCO AIV Interholdco (AC), L.P. @ Clear Secure, Inc. - 2021-06-30

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GAPCO AIV Interholdco (AC), L.P.
2. Issuer Name and Ticker or Trading Symbol
Clear Secure, Inc. [ YOU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO., L.P., 55 EAST 52ND STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2021
(Street)
NEW YORK, NY10055
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 8,985,013 I See footnote ( 1 ) ( 2 ) ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C common stock ( 6 ) ( 5 ) ( 5 ) Class A common stock 5,908,999 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAPCO AIV Interholdco (AC), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
GA AIV-1 B Interholdco (AC), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
GAPCO AIV Holdings, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
General Atlantic (AC) Collections, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
General Atlantic (AC) Collections 2, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
GAP Coinvestments CDA, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X
Signatures
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 06/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 182,074 shares of Class A common stock held directly by GAPCO AIV Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV Interholdco") and 8,802,939 shares of Class A common stock held directly by GA AIV-1 B Interholdco (AC), L.P., a Delaware limited partnership ("GA AIV B Interholdco").
( 2 )The members of GA AIV Interholdco, GA AIV B Interholdco, GA AC and GA AC 2 that share beneficial ownership of the interests held by General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC") and General Atlantic (AC) Collections 2, L.P., a Delaware limited partnership ("GA AC 2"), are the following investment funds (the "GA Funds"): General Atlantic Partners AIV (AC), L.P., a Delaware limited partnership ("GA Partners AIV"), GAPCO AIV Holdings, L.P., a Delaware limited partnership ("GAPCO AIV"), General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership ("GAP AIV-1 B"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV") and (continued in FN3)
( 3 )(continued from FN2) GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). The general partner of GA Partners AIV is General Atlantic GenPar (AC), L.P., a Delaware limited partnership ("GA GenPar AC"). General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV") is the general partner of GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GAPCO AIV and GA GenPar AC. The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar").
( 4 )The general partner of GA GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC 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 management committee of GA LLC (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.
( 5 )The reporting person may exchange shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) 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 to be entered into at the closing of the initial public offering of Clear Secure, Inc. (the "Issuer").
( 6 )Each share of Class C common stock represents the right to receive one share of Class A common stock of the Issuer, if exchanged together with one common unit of Alclear Holdings, LLC, in accordance with the terms and subject to the restrictions to be set forth in the Exchange Agreement in footnote (4) above.
( 7 )Reflects 1,027,613 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC 2 and 4,881,386 shares of Class C common stock (together with an equal number of common units of Alclear Holdings, LLC) held directly by GA AC.

Remarks:
GA AIV Interholdco, GA AIV B Interholdco, GA AC, GA AC 2, GA GenPar, GA GenPar AC, GA SPV, GA LLC and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. // Form 2 of 2

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