Sec Form 3 Filing - Barkin Michael Z @ Clear Secure, Inc. - 2021-06-30

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
Barkin Michael Z
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 C common stock ( 1 ) ( 2 ) 179,854 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 ( 1 ) ( 2 ) ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A common stock 179,854 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barkin Michael Z
65 EAST 55TH STREET, 17TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Matthew Levine, Attorney-in-Fact 06/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class C common stock of the Issuer (?Class C Common Stock?) have one vote 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 non-voting common interest units (?Common Units?) of Alclear Holdings, LLC (?Alclear?) held.
( 2 )Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the ?Exchange Agreement?), vested Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class A common stock of the Issuer (?Class A Common Stock?), which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale 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 and vest in equal installments on September 19, 2021 and 2022.

Remarks:
See Exhibit 24.1 - Power of Attorney

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