YOU Form 4: CEO converts Class B to A and donates 200K shares to charity
Rhea-AI Filing Summary
Caryn Seidman Becker, director and CEO of Clear Secure, Inc. (ticker: YOU), reported Form 4 transactions on 09/09/2025 and 09/10/2025 describing internal conversions, a transfer, and a charitable gift. Under the company's charter, each Class B share converted 1-for-1 into Class A shares; 200,000 Class B shares were disposed on 09/09/2025 and converted into Class A shares. On 09/10/2025, a transfer for no value moved 200,000 Class A shares from Alclear Investments, LLC to Ms. Seidman Becker and a separate 200,000-share gift was donated to a 501(c)(3) foundation. After the reported transactions, the reporting person beneficially owned 366,515 Class A shares indirectly and directly held 166,515 Class A shares.
Positive
- Transparent disclosure of conversions, transfers, and a charitable donation on Form 4
- Charitable gift of 200,000 Class A shares to a 501(c)(3) foundation (no value received)
- Clarified indirect ownership through Alclear Investments, LLC controlled by the reporting person
Negative
- Reduction in beneficial ownership — 200,000 Class A shares were gifted, decreasing holdings
- Change in voting-class composition — 200,000 Class B shares converted, impacting prior high-vote share count
Insights
TL;DR: Insiders converted voting shares, executed an intra-entity transfer, and made a sizeable charitable gift; ownership structure changed but no cash proceeds reported.
The Form 4 discloses a one-for-one conversion of Class B to Class A shares consistent with the Certificate of Incorporation, followed by ownership reclassification and a 200,000-share gift to a charity. Transactions were largely non-cash (transfer for no value and gift). Materiality is limited to changes in beneficial ownership and voting profile; no sale proceeds or compensatory grants are reported.
TL;DR: Voting-class conversion and charitable transfer alter beneficial ownership and potentially voting influence without a market transaction.
The conversion reduced Class B holdings (previously 20 votes per share) by 200,000 shares through conversion to Class A, and a subsequent gift removed 200,000 shares from the reporting person's beneficial ownership. The filing notes Alclear Investments, LLC as the indirect holder controlled by Ms. Seidman Becker, clarifying indirect vs direct ownership. These are governance-relevant changes but are disclosed under Rule 16 reporting and Rule 16a-13 exemptions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock | 200,000 | $0.00 | -- |
| Other | Class A Common Stock | 200,000 | $0.00 | -- |
| Gift | Class A Common Stock | 200,000 | $0.00 | -- |
| Disposition | Class B Common Stock | 200,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 200,000 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("Class B Common Stock") was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). 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. Represents a transfer for no value from Alclear Investments, LLC to the reporting person in connection with the gift transactions reported herein. The reporting person believes that the transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. This transaction represents a gift / donation to a 501(c)(3) charitable foundation. No value was received for the gifted shares.
