Sec Form 4 Filing - FOLEY WILLIAM P II @ Alight Group, Inc. - 2021-07-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
FOLEY WILLIAM P II
2. Issuer Name and Ticker or Trading Symbol
Alight Group, Inc. [ ALIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 1701 VILLAGE CENTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2021
(Street)
LAS VEGAS, NV89134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/02/2021 M( 3 ) 23,197,500 ( 3 ) A 23,297,500 ( 4 ) I See notes ( 1 ) ( 7 )
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 B common stock ( 2 ) 07/02/2021 D( 2 ) 2,577,500 ( 2 ) ( 2 ) Class A common stock 2,577,500 ( 2 ) 23,197,500 I See notes ( 1 ) ( 7 )
Class B common stock ( 3 ) 07/02/2021 M( 3 ) 23,197,500 ( 3 ) ( 3 ) Class A common stock 23,197,500 ( 3 ) ( 3 ) 0 I See notes ( 1 ) ( 7 )
Class C LLC Units ( 5 ) 07/02/2021 A 15,133,333 ( 5 ) ( 5 ) ( 5 ) Class A common stock 15,133,333 ( 6 ) ( 5 ) 15,133,333 I See notes ( 1 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOLEY WILLIAM P II
C/O 1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Signatures
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 07/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )William P. Foley, II (the "Reporting Person") is the sole member of Bilcar FT, LLC, which, in turn, is the sole general partner of Bilcar FT, LP. The Reporting Person is also the sole member of Trasimene Capital FT, LLC, which, in turn, is the sole general partner of Trasimene Capital FT, LP. Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital FT, LP and Trasimene Capital FT, LLC, the Reporting Person may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
( 2 )On July 2, 2021, immediately prior to the closing of the Business Combination (as defined below), Trasimene Capital FT, LP forfeited and surrendered to Foley Trasimene Acquisition Corp. ( "FTAC") 1,804,250 shares of FTAC Class B common stock and Bilcar FT, LP forfeited and surrendered to FTAC 773,250 shares of FTAC Class B common stock, in each case, for no consideration, pursuant to that certain Amended and Restated Sponsor Agreement, dated as of January 25, 2021, by and among FTAC , Alight, Inc. (the "Issuer"), Tempo Holding Company, LLC ( "Tempo"), Bilcar FT, LP, Trasimene Capital FT, LP, William P. Foley, II and certain other parties thereto (the "Sponsor Agreement").
( 3 )On July 2, 2021, each share of Class B common stock of FTAC directly held by Bilcar FT, LP and Trasimene FT, LP automatically converted into one share of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") among FTAC, the Issuer and Tempo, pursuant to that certain Amended and Restated Business Combination Agreement, dated April 29, 2021, by and among the Issuer, FTAC and certain other parties thereto, as amended (the "Business Combination Agreement").
( 4 )Represents shares of Class A common stock of the Issuer directly held following the Business Combination as follows: 100,000 by Mr. Foley; 16,238,250 by Trasimene Capital FT, LP; and 6,959,250 by Bilcar FT, LP.
( 5 )On July 2, 2021, in connection with the Business Combination, and pursuant to the Business Combination Agreement and the Sponsor Agreement, each of Bilcar FT, LP and Trasimene Capital FT, LP received Class C Units of Alight Holding Company, LLC, a subsidiary of the Issuer, in exchange for Class C shares of FTAC as the surviving corporation following the merger of a subsidiary of the Issuer with and into FTAC. Such Class C Units are exchangeable, at the election of Bilcar FT, LP and Trasimene Capital FT, LP, respectively, for either cash or shares of Class A common stock of the Issuer, as determined by the Issuer, in accordance with the limited liability company agreement of Alight Holding Company, LLC.
( 6 )Represents Class C LLC units of Alight Holding Company, LLC directly held following the Business Combination as follows: 10,593,333 by Foley Trasimene FT, LP and 4,540,000 by Bilcar FT, LP.
( 7 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

Remarks:
As of July 2, 2021, in connection with the consummation of the Business Combination, the Issuer became the successor issuer to FTAC, in each case, as defined in this report.

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