Director Alclear Investments, Llc converted options into 18,380,246 units of Class C Common Stock, converted options into 151,787 shares, converted options into 76,192 shares and covered exercise/tax liability with 42,135 shares, decreasing direct ownership by 99% to 151,787 units (SEC Form 4) to satisfy withholding obligation
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| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Clear Secure, Inc. [ YOU ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 D Common Stock(1)(2)(3) | 07/02/2026 | C(1)(2) | 18,380,246 | D | (1)(2) | 0 | D | |||
| Class C Common Stock(1)(2)(4)(5) | 07/02/2026 | C(1)(2) | 18,380,246 | A | (1)(2) | 18,380,246 | D | |||
| Class B Common Stock(1)(2)(6) | 07/02/2026 | C(1)(2) | 151,787 | D | (1)(2) | 0 | D | |||
| Class A Common Stock(1)(2) | 07/02/2026 | C(1)(2) | 151,787 | A | (1)(2) | 151,787 | D | |||
| Class A Common Stock | 07/02/2026 | M | 76,192 | A | $0(7) | 673,025 | I | See footnote(8) | ||
| Class A Common Stock | 07/02/2026 | F(9) | 42,135 | D | $53.79 | 630,890 | I | See footnote(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Issuer's Certificate of Incorporation ("COI"), each share of Class B common stock of the Issuer ("Class B Common Stock") will automatically convert into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis, and each share of Class D common stock of the Issuer ("Class D Common Stock") will automatically convert into a share of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person's permitted ownership group as described in the Issuer's COI, (iii) upon the 5th anniversary of the consummation of the Issuer's initial public offering ("IPO"), (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person's permitted ownership (cont. in FN2) |
| 2. (cont. from F1) group, (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person's consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer's COI, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer's COI) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer's IPO. July 2, 2026 was the 5th anniversary of the Issuer's IPO. |
| 3. Shares of 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 the number of non-voting common interest units ("Common Units") of Alclear Holdings, LLC ("Alclear") held. |
| 4. 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, 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. |
| 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 Common Units held. |
| 6. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). |
| 7. This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021, each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The PSUs were eligible for vesting based on the Issuer's stock price achieving specified share targets over a five-year period of time following the closing of the Issuer's initial public offering in July 2021. The remaining PSUs for which the performance goals were not met within such period were forfeited and so, after the vesting of the portion of the award reported in this Form 4, there are no remaining PSUs. |
| 8. Alclear Investments, LLC is controlled by Ms. Seidman Becker, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments, LLC. |
| 9. Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 7, exempt under Rule 16b-3. |
| Remarks: |
| By virtue of its relationship with Ms. Caryn Seidman Becker, the sole manager of Alclear Investments, LLC, and equityholder of Alclear Investments, LLC, the reporting person may be deemed a director by deputization. |
| /s/ Emma Barnett Bauman, Attorney-in-Fact | 07/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||