4//SEC Filing
Blackstone Capital Partners VII (IPO) NQ L.P. 4
Accession 0000899243-22-036933
CIK 0001809104other
Filed
Nov 22, 7:00 PM ET
Accepted
Nov 23, 4:31 PM ET
Size
22.6 KB
Accession
0000899243-22-036933
Insider Transaction Report
Form 4
Transactions
- Other
Class A Common Stock
2022-11-21−1,080,454→ 47,578,727 total(indirect: See Footnote) - Other
Class Z-B-1 common stock
2022-11-21−2,360→ 103,943 total→ Class A Common Stock (2,360 underlying) - Other
Class B-1 common stock
2022-11-21−39,273→ 1,729,436 total→ Class A Common Stock (39,273 underlying) - Other
Class Z-A common stock
2022-11-21−43,416→ 1,911,869 total→ Class A Common Stock (43,416 underlying) - Other
Class Z-B-2 common stock
2022-11-21−2,360→ 103,943 total→ Class A Common Stock (2,360 underlying) - Other
Class B-2 common stock
2022-11-21−39,273→ 1,729,436 total→ Class A Common Stock (39,273 underlying)
Footnotes (8)
- [F1]In connection with an internal reorganization, Blackstone Capital Partners VII (IPO) NQ L.P. contributed a portion of the securities of the Issuer it directly held on behalf of an affiliated limited partner to a new affiliated investment vehicle, Blackstone Capital Partners VII.2 (IPO) NQ L.P. and distributed its interest in such affiliated investment vehicle to such limited partner. It then contributed its remaining Class A common stock to a new holding vehicle, BX Tempo ML Holdco 1 L.P. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer. Blackstone Capital Partners VII.2 (IPO) NQ L.P. BX Tempo ML Holdco 1 L.P. and their affiliates have separately reported their respective beneficial ownership of securities of the Issuer.
- [F2]Reflects Class A common stock indirectly held by Blackstone Capital Partners VII (IPO) NQ L.P. through its interest in BX Tempo ML Holdco 1 L.P.
- [F3]Reflects Class A common stock held by Blackstone Capital Partners VII (IPO) NQ L.P. The general partner of Blackstone Capital Partners VII (IPO) NQ L.P. is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- [F4]Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events.
- [F5]Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events.
- [F6]Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.
- [F7]Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.
- [F8]Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.
Documents
Issuer
Alight, Inc. / Delaware
CIK 0001809104
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001872064
Filing Metadata
- Form type
- 4
- Filed
- Nov 22, 7:00 PM ET
- Accepted
- Nov 23, 4:31 PM ET
- Size
- 22.6 KB