1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-voting common units of Alclear Holdings, LLC
(1)
(2)
(3)
|
(1)(2)(3)
|
(1)(2)(3)
|
Class A common stock
|
455,122
|
$
(1)
(2)
(3)
|
I
|
See footnote
(3)
|
Restricted Stock Units
(4)
|
(4)
|
(4)
|
Class A common stock
|
24,979
|
$
(4)
|
D
|
|
Restricted Stock Units
(5)
|
(5)
|
(5)
|
Class A common stock
|
9,992
|
$
(5)
|
D
|
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(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 until October 3, 2022. |
(3) |
Winn Levine, LLC is controlled by Mr. Levine, its sole manager, who has dispositive control and voting control over the shares held by Winn Levine LLC. |
(4) |
Represents restricted stock units (?RSUs?), each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The RSUs will vest on January 1, 2024, generally subject to the reporting person?s continued service. |
(5) |
Represents RSUs, each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The RSUs will vest on March 15, 2024, generally subject to the reporting person?s continued service. |