Sec Form 4 Filing - BOYD JEFFERY H @ Clear Secure, Inc. - 2023-03-03

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
BOYD JEFFERY H
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)
85 10TH AVE., 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2023
(Street)
NEW YORK, NY10011
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 03/03/2023 S( 1 ) 44,205 D $ 28.7 ( 2 ) 12,050 ( 3 ) D
Class A Common Stock 03/03/2023 S( 1 ) 5,795 D $ 29.09 ( 4 ) 12,050 ( 3 ) D
Class C Common Stock ( 3 ) ( 5 ) 03/06/2023 D( 3 ) 50,000 D 853,687 D
Class A Common Stock 03/06/2023 A( 3 ) 50,000 A 12,050 ( 3 ) D
Class C Common Stock ( 5 ) ( 6 ) 230,811 I See footnote ( 7 )
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 ( 3 ) ( 6 ) ( 3 ) 03/06/2023 D( 3 ) 50,000 ( 3 ) ( 3 ) Class A Common Stock 50,000 ( 3 ) 853,687 D
Non-voting common units of Alclear Holdings, LLC ( 6 ) ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 230,811 230,811 I See footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BOYD JEFFERY H
85 10TH AVE., 9TH FLOOR
NEW YORK, NY10011
X
Signatures
/s/ Matthew Levine, Attorney-in-Fact 03/07/2023
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 $28.04 to $29.03, 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 Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class Acommon stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 12,050 shares of Class A Common Stock were held.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $29.04 to $29.18, 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.
( 5 )Shares of 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 Common Units held.
( 6 )Pursuant to the terms of the Exchange Agreement, 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, 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.
( 7 )The reporting person is the managing director of Brothers Brook, LLC, and the reporting person has dispositive control and voting control over the shares held by Brothers Brook, LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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