Sec Form 4 Filing - Cornick Kenneth L. @ Clear Secure, Inc. - 2022-11-15

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
Cornick Kenneth L.
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
X __ Officer (give title below) _____ Other (specify below)
President & CFO
(Last) (First) (Middle)
65 E 55TH ST., 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2022
(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 A Common Stock 11/15/2022 S( 1 ) 123,228 D $ 30.13( 2 ) 0( 3 ) I See footnote( 4 )
Class D Common Stock( 5 )( 6 ) 11/17/2022 D( 6 ) 123,228 D 6,576,079 I See footnote( 4 )
Class B Common Stock( 6 )( 7 ) 11/17/2022 A( 6 ) 123,228 A 313,675 I See footnote( 4 )
Class B Common Stock( 3 )( 7 ) 11/17/2022 D( 3 ) 123,228 D 190,447 I See footnote( 4 )
Class A Common Stock( 3 ) 11/17/2022 A( 3 ) 123,228 A 0( 3 ) I See footnote( 4 )
Class A Common Stock 11/16/2022 S( 1 ) 40 D $ 30 0( 3 ) I See footnote( 4 )
Class D Common S tock( 5 )( 6 ) 11/17/2022 D( 6 ) 40 D 6,576,039 I See footnote( 4 )
Class B Common Stock( 6 )( 7 ) 11/17/2022 A( 6 ) 40 A 190,487 I See footnote( 4 )
Class B Common Stock( 3 )( 7 ) 11/17/2022 D( 3 ) 40 D 190,447 I See footnote( 4 )
Class A Common Stock( 3 ) 11/17/2022 A( 3 ) 40 A 0( 3 ) I See footnote( 3 )
Class A Common Stock 79,935 I By Family Revocable Trust
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( 6 ) ( 6 ) 11/17/2022 D( 6 ) 123,228 ( 6 ) ( 6 ) Class B Common Stock and Class A Common Stock 123,228 ( 6 ) 6,576,079 I See footnote( 4 )
Non-voting common units of Alclear Holdings, LLC( 6 ) ( 6 ) 11/17/2022 D( 6 ) 40 ( 6 ) ( 6 ) Class B Common Stock and Class A Common Stock 40 ( 6 ) 6,576,039 I See footnote( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cornick Kenneth L.
65 E 55TH ST., 17TH FLOOR
NEW YORK, NY10022
X X President & CFO
Signatures
/s/ Matthew Levine, Attorney-in-Fact 11/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.00 to $30.81, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("Class B Common Stock") was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The resulting shares of Class A Common Stock were used to settle each of the sale transactions reported in this Form 4, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held.
( 4 )Alclear Investments II, LLC is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC.
( 5 )Shares of Class D Common Stock of the Issuer ("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 t he number of non-voting common units ("Common Units") of Alclear Holdings, LLC ("Alclear") held.
( 6 )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"), Common Units, together with a corresponding number of shares of Class D Common Stock, were exchanged for Class B Common Stock on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.
( 7 )Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

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