UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non-voting common units of Alclear Holdings, LLC | (1)(2)(3) | (1)(2)(3) | Class A common stock | 8,277,958 | $ (1) (2) (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DELTA AIR LINES, INC. 1030 DELTA BLVD., DEPT. 981 ATLANTA, GA 30320-6001 |
X |
/s/ William C. Carroll, Interim Co-CFO, SVP - Finance and Controller of Delta Air Lines, Inc. | 06/30/2021 | |
**Signature of Reporting Person | Date |
* | 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 have one vote per share but no economic rights and are issued in an equal amount to the number of non-voting common units of Alclear Holdings, LLC ("Common Units") held. |
(2) | Pursuant to the terms of the Exchange Agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC, the reporting person and the other holders of Common Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement") and that certain letter agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC and the reporting person, Common Units held by the reporting person, together with a corresponding number of shares of Class C common stock held by the reporting person, may be exchanged for, at the option of the Issuer's board of directors, (i) shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or (ii) cash from a substantially concurrent public offering (based on the price of the Class A common stock in such public offering). |
(3) | The exchange rights under the Exchange Agreement do not expire. |