Sec Form 3 Filing - Alclear Investments II, LLC @ Clear Secure, Inc. - 2021-06-30

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 Alclear Investments II, LLC 2. Issuer Name and Ticker or Trading Symbol Clear Secure, Inc. [ YOU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 65 EAST 55TH STREET, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2021 (Street) NEW YORK, NY10022 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 B common stock ( 1 ) ( 2 ) ( 3 ) 190,447 D Class D common stock ( 2 ) ( 3 ) ( 4 ) ( 5 ) 7,079,575 D

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 Non-voting common units of Alclear Holdings, LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 2 )( 3 )( 4 )( 5 ) ( 2 )( 3 )( 4 )( 5 ) Class B common stock and Class A common stock 7,079,575 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alclear Investments II, LLC 65 EAST 55TH STREET, 17TH FLOOR NEW YORK, NY10022 X X See Remarks Signatures /s/ Matthew Levine, Attorney-in-Fact 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class B common stock of the Issuer (?Class B Common Stock?) have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). ( 2 )Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock will automatically convert into a share of Class A common stock of the Issuer (?Class A Common Stock?) on a one-for-one basis, and each share of Class D common stock of the Issuer (?Class D Common Stock?) will automatically convert into a share of Class C common stock of the Issuer on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person?s permitted ownership group as described in the Issuer?s Certificate of Incorporation, (iii) upon the fifth anniversary of the consummation of the Issuer?s initial public offering, (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person?s permitted ownership group, (continued in FN3) ( 3 )(continued from FN2) (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person?s consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer?s Certificate of Incorporation, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer?s Certificate of Incorporation) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer?s initial public offering. ( 4 )Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC (?Alclear?) and the equityholders of Alclear (the ?Exchange Agreement?), vested non-voting common units of Alclear (?Common Units?), together with a corresponding number of shares of Class D Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class B Common Stock on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. A portion of the Common Units remain unvested until October 15, 2021. ( 5 )Shares of Class D Common Stock have 20 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of Common Units held.

Remarks: See Exhibit 24.1 - Power of Attorney // By virtue of its relationship with Mr. Kenneth Cornick, the sole manager of Alclear Investments II, LLC and an equityholder of Alclear Investments II, LLC, the reporting person may be deemed to be director by deputization.

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).

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