Sec Form 4 Filing - FOLEY WILLIAM P II @ Alight, Inc. / Delaware - 2022-03-25

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, Inc. / Delaware [ 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)
1701 VILLAGE CENTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2022
(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 03/25/2022 S 100,000 D $ 10.06( 2 ) 1,183,648( 3 )( 4 ) D( 1 )( 8 )
Class A common stock 03/28/2022 S 250,000 D $ 10.09( 5 ) 933,648( 3 ) D( 1 )( 8 )
Class A common stock 03/28/2022 S 100,000 D $ 10.14( 6 ) 833,648( 3 ) D( 1 )( 8 )
Class A common stock 13,579,551( 7 ) I See notes( 1 )( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOLEY WILLIAM P II
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Signatures
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 03/29/2022
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 ("Bilcar"). The Reporting Person is the managing member of Trasimene Capital Management, LLC ("Trasimene Capital Management"). The Reporting Person is also the sole member of Trasimene Capital FT, LLC ("Trasimene GP"), which, in turn, is the sole general partner of Trasimene Capital FT, LP ("Trasimene"). Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital Management, LLC, Trasimene and Trasimene GP, 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 )The shares of Class A common stock were sold in multiple transactions at prices ranging from $10.00 to $10.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 3 )Includes shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan.
( 4 )Reflects the Reporting Person's direct ownership of 919,980 shares of Class A common stock following a distribution in kind by Trasimene Capital Management to its members.
( 5 )The shares of Class A common stock were sold in multiple transactions at prices ranging from $10.01 to $10.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 6 )The shares of Class A common stock were sold in multiple transactions at prices ranging from $10.01 to $10.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 7 )Represents shares of Class A common stock of the Issuer directly held as follows: 7,366,204 by Bilcar, 6,041,469 by Trasimene Capital Management and 171,878 by Trasimene GP. Such amounts reflect certain distributions in kind of an aggregate of 18,992,516 shares of Class A common Stock by Trasimene to its partners, including Trasimene GP and Trasimene Capital Management.
( 8 )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.

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