Sec Form 3 Filing - Blackstone Holdings III L.P. @ Alight Group, Inc.

Insider filing report for Changes in Beneficial Ownership

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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

Blackstone Holdings III L.P.

2. Issuer Name and Ticker or Trading Symbol
Alight Group, Inc. [ ALIT]

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 THE BLACKSTONE GROUP INC, 345 PARK AVENUE

3. Date of Earliest Transaction (MM/DD/YY)
07/02/2021

(Street)

NEW YORK, NY10154

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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock								88,505	I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A common stock								332	I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A common stock								957	I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A common stock								10,206	I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A common stock								54,733,898	I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class V common stock ^{( 8 )} ^{( 9 )}								48,395,456	I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class V comm on stock ^{( 8 )} ^{( 9 )}								181,572	I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class V common stock ^{( 8 )} ^{( 9 )}								523,291	I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class V common stock ^{( 8 )} ^{( 9 )}								5,580,752	I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units ^{( 9 )}	^{( 9 )}							^{( 9 )}	^{( 9 )}	Class A common stock	48,395,456			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A Units ^{( 9 )}	^{( 9 )}							^{( 9 )}	^{( 9 )}	Class A common stock	181,572			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A Units ^{( 9 )}	^{( 9 )}							^{( 9 )}	^{( 9 )}	Class A common stock	523,291			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class A Units ^{( 9 )}	^{( 9 )}							^{( 9 )}	^{( 9 )}	Class A common stock	5,580,752			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-1 common stock ^{( 10 )}	^{( 10 )}							^{( 10 )}	^{( 10 )}	Class A common stock	1,768,709			I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-1 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	1,566,744			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-1 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	5,878			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-1 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	16,941			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-1 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	180,670			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-2 common stock ^{( 12 )}	^{( 12 )}							^{( 12 )}	^{( 12 )}	Class A common stock	1,768,709			I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-2 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	1,566,744			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-2 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	5,878			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-2 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	16,941			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class B-2 Units ^{( 11 )}	^{( 9 )} ^{( 11 )}							^{( 9 )}^{( 11 )}	^{( 9 )}^{( 11 )}	Class A common stock	180,670			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-A common stock ^{( 13 )}	^{( 13 )}							^{( 13 )}	^{( 13 )}	Class A common stock	1,955,285			I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-A Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	1,732,015			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-A Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	6,498			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-A Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	18,728			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-A Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	199,728			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-1 common stock ^{( 17 )}	^{( 10 )} ^{( 17 )}							^{( 10 )}^{( 17 )}	^{( 10 )}^{( 17 )}	Class A common stock	106,303			I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-1 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	94,164			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-1 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	353			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-1 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	1,018			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-1 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	10,859			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-2 common stock ^{( 18 )}	^{( 12 )} ^{( 18 )}							^{( 12 )}^{( 18 )}	^{( 12 )}^{( 18 )}	Class A common stock	106,303			I	See Footnotes ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-2 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	94,164			I	See Footnotes ^{( 1 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-2 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	353			I	See Footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-2 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	1,018			I	See Footnotes ^{( 3 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}
Class Z-B-2 Units ^{( 14 )} ^{( 15 )} ^{( 16 )}	^{( 9 )} ^{( 11 )} ^{( 14 )} ^{( 15 )} ^{( 16 )}							^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	^{( 9 )}^{( 11 )}^{( 14 )}^{( 15 )}^{( 16 )}	Class A common stock	10,859			I	See Footnotes ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP INC 345 PARK AVENUE NEW YORK, NY10154		X
Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
BCP VII Side-by-Side GP NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
BTAS Associates-NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
Blackstone Holdings I/II GP L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
Blackstone Group Inc C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154		X

**Signatures**
BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
BLACKSTONE HOLDINGS III GP L.P. By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
BCP VII SIDE-BY-SIDE GP NQ L.L.C. By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory		07/12/2021
Signature of Reporting Person		Date
BTAS ASSOCIATES-NQ L.L.C. By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
THE BLACKSTONE GROUP INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director		07/12/2021
Signature of Reporting Person		Date
/s/ Stephen A. Schwarzman		07/12/2021
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The Blackstone Group Inc. 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 The Blackstone Group Inc. 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.
( 7 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. 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.
( 8 )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 exchange of Class A Units of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting persons and reported in Table II hereof, an equal number of shares of the issuer's Class V common stock will be cancelled for no consideration.
( 9 )Class A Units of Alight Holdings ("Class A Units") will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. 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 the issuer's Class A common stock. Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering shares of the issuer's 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 issuer's Class A common stock ending on the day such measurement is made.
( 10 )Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events.
( 11 )Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting rights or rights to distributions. Class B Units will vest and automatically convert into an equal number of Class A Units as follows: (i) the Class B-1 Units will vest upon the occurrence of a Class B-1 vesting event and (ii) the Class B-2 Units will vest upon the occurrence of a Class B-2 vesting event. Upon the conversion of a Class B Unit, the holder of such Class B Unit will be entitled to receive a payment (a "Dividend Catch-Up Payment") equal to the aggregate amount of distributions paid per Class A Unit (excluding tax distributions) from July 2, 2021 and ending on the day prior to the date on which such Class B Unit converts into a Class A Unit. If any of the Class B Units do not vest on or before July 2, 2028, such units will be automatically forfeited and cancelled for no consideration, and will not be entitled to receive any Dividend Catch-Up Payments.
( 12 )Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Hol ders of Class B-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events.
( 13 )Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.
( 14 )Class Z Units will initially be unvested and will not be entitled to share in any profits or losses of Alight Holdings and will not have any voting rights or rights to distributions. In the event that any Class A common stock or Class B-1 or B-2 common stock is forfeited by management under the terms of the applicable award agreement, an equivalent portion of the unvested shares of Company Class Z-A common stock and Class Z-A Units, in the aggregate, or Company Class Z-B-1 or Z-B-2 common stock and Class Z-B-1 or Z-B-2 Units, in the aggregate, will vest, with such vested portion being allocated among the holders of Class Z common stock and Class Z Units based on the allocation principles under the issuer's business combination agreement.
( 15 )Only if and when an applicable vesting event has occurred with respect to a whole Class Z-A Unit or Class Z-B Unit, the unit will automatically convert into a Class A or Class B Unit, as applicable, at which time such units will be entitled to all of the benefits of those Class A Units or Class B Units.
( 16 )In addition, (x) each Class Z-A Unit that converts into a Class A Unit will entitle the holder to receive the aggregate amount of any distributions declared on the Class A Units since the closing date (a "Distribution Catch-Up Payment") and (y) if a Class B vesting event occurs resulting in the conversion of any unvested Class B consideration into unvested Class A consideration because such consideration remains unvested under the terms of a management award agreement, such management holder will not be entitled to a Distribution Catch-Up Payment upon the conversion event and, if and when such unvested Class A consideration is forfeited (triggering the vesting and conversion of the corresponding Class Z consideration), the Distribution Catch-Up Payment will be paid to the converting holders of Class Z Units.
( 17 )Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.
( 18 )Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.
( 19 )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, 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 reported securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 3 Filing - Blackstone Holdings III L.P. @ Alight Group, Inc. - 2021-07-02