Alclear Investments, LLC 4
4 · Clear Secure, Inc. · Filed Jul 7, 2026
Research Summary
AI-generated summary of this filing
Clear Secure (YOU) 10% Owner Alclear Investments Sells 42,135 Shares
What Happened
- Alclear Investments, LLC (a 10% owner controlled by Caryn Seidman Becker) reported multiple derivative conversions and the acquisition of 76,192 Clear Secure (YOU) shares via exercise/conversion on July 2, 2026. To satisfy tax withholding on vested awards, 42,135 shares were withheld/sold at $53.79 per share for proceeds of $2,266,442.
- The filing also reports large automatic conversions of derivative securities (18,380,246 and 151,787 share entries) tied to the issuer’s charter and exchange agreements; July 2, 2026 was the 5th anniversary of the company’s IPO, which triggered certain automatic conversions and the reported vesting of a portion of performance RSU/PSU awards.
Key Details
- Transaction date: July 2, 2026; Form 4 filed July 7, 2026 (filed after the typical two-business-day Form 4 window).
- Tax-withholding sale: 42,135 shares disposed at $53.79 → $2,266,442 (code F).
- Exercise/acquisition: 76,192 shares acquired via exercise/conversion at $0.00 (code M) — no cash exercise price paid.
- Conversions: multiple conversion entries (code C) for 18,380,246 and 151,787 shares reflecting automatic share-class conversions per the company’s Certificate of Incorporation and Exchange Agreement.
- Shares owned after transaction: not specified in the provided filing.
- Notable footnotes: (1) Automatic class conversions triggered by COI and IPO 5th anniversary; (7) portion of PSUs vested based on 5‑year performance goals, remaining PSUs forfeited; (9) RSUs were automatically withheld to satisfy tax obligations and are exempt under Rule 16b‑3. Alclear Investments is controlled by Caryn Seidman Becker (F8).
Context
- The 42,135-share disposition was a tax-withholding action tied to vesting (routine), not an open-market directional sale. The exercise/acquisition at $0.00 and the automatic conversions result from charter/exchange mechanics and PSU vesting, not a purchase indicating added confidence.
- This filing concerns a 10% owner entity (institutional/insider holdings), controlled by Ms. Seidman Becker, and may be treated differently from ordinary executive open-market trades.
Insider Transaction Report
Form 4
Alclear Investments, LLC
Director10% OwnerOther
Transactions
- Conversion
Class D Common Stock
[F1][F2][F3]2026-07-02−18,380,246→ 0 total - Conversion
Class C Common Stock
[F1][F2][F4][F5]2026-07-02+18,380,246→ 18,380,246 total - Conversion
Class B Common Stock
[F1][F2][F6]2026-07-02−151,787→ 0 total - Conversion
Class A Common Stock
[F1][F2]2026-07-02+151,787→ 151,787 total - Exercise/Conversion
Class A Common Stock
[F7][F8]2026-07-02+76,192→ 673,025 total(indirect: See footnote) - Tax Payment
Class A Common Stock
[F9][F8]2026-07-02$53.79/sh−42,135$2,266,442→ 630,890 total(indirect: See footnote)
Footnotes (9)
- [F1]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)
- [F2](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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ Emma Barnett Bauman, Attorney-in-Fact|2026-07-07