Sec Form 4 Filing - Cannae Holdings, Inc. @ Alight, Inc. / Delaware - 2021-12-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Cannae Holdings, Inc.
2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2021
(Street)
LAS VEGAS, NV89134
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 12/20/2021 M( 1 ) 5,000,000 A 49,203,737 I See note( 4 )
Class A common stock 12/20/2021 D( 1 ) 3,700,000( 2 ) D 45,503,737( 3 ) I See note( 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
Warrants to purchase Class A common stock ( 1 ) 12/20/2021 M( 1 ) 5,000,000 08/02/2021 ( 1 ) Class A common stock 5,000,000 ( 5 ) 0 I See note( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cannae Holdings, Inc.
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X X
Cannae Holdings, LLC
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X X
Signatures
CANNAE HOLDINGS, Inc., /s/ Michael L. Gravelle, as Executive Vice President, General Counsel and Corporate Secretary 12/22/2021
Signature of Reporting Person Date
CANNAE HOLDINGS, LLC, /s/ Michael L. Gravelle, as Executive Vice President, General Counsel and Corporate Secretary 12/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Cannae Holdings, LLC exercised the warrants on a make-whole exercise and cashless basis pursuant to a Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated May 29, 2020, as amended (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Cannae Holdings, LLC received 0.26 shares per warrant and the Issuer withheld 0.74 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on December 27, 2021 would cease to be exercisable.
( 2 )Represents shares of Class A common stock deemed withheld by the Issuer from Cannae Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement.
( 3 )Represents shares of Class A common stock held directly as follows: 41,300,000 by Cannae Holdings, LLC and 4,203,737 by Cannae Funding, LLC.
( 4 )Cannae Holdings, LLC and Cannae Funding, LLC are wholly owned subsidiaries of Cannae Holdings, Inc.
( 5 )Not applicable.

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.