Clear Secure (NYSE: YOU) CEO vests PSUs and converts dual-class shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clear Secure, Inc. director and CEO Caryn Seidman Becker reported equity award vesting and related share-class conversions. A portion of performance restricted stock units granted at the 2021 IPO vested into shares of Class A common stock, while 42,135 Class A shares were automatically withheld to cover tax obligations, a non-market disposition exempt under Rule 16b-3.
On the same date, she exercised PSUs to receive 76,192 Class A shares and reported automatic one-for-one conversions of 151,787 shares of Class B common stock into Class A and 18,380,246 shares of Class D common stock into Class C, triggered by the fifth anniversary of the IPO. Following these transactions, she holds Class A shares directly and significant Class C and related interests indirectly through Alclear Investments, LLC, over which she has voting and dispositive control.
Positive
- None.
Negative
- None.
Insider Trade Summary
76,192 shares exercised/converted
Mixed
7 txns
Insider
Seidman Becker Caryn
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 76,192 | $0.00 | -- |
| Conversion | Class D Common Stock | 18,380,246 | $0.00 | -- |
| Conversion | Class C Common Stock | 18,380,246 | $0.00 | -- |
| Conversion | Class B Common Stock | 151,787 | $0.00 | -- |
| Conversion | Class A Common Stock | 151,787 | $0.00 | -- |
| Exercise | Class A Common Stock | 76,192 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 42,135 | $53.79 | $2.27M |
Holdings After Transaction:
Performance Restricted Stock Units — 0 shares (Direct, null);
Class D Common Stock — 0 shares (Indirect, See footnote);
Class C Common Stock — 18,380,246 shares (Indirect, See footnote);
Class B Common Stock — 0 shares (Indirect, See footnote);
Class A Common Stock — 151,787 shares (Indirect, See footnote);
Class A Common Stock — 673,025 shares (Direct, null)
Footnotes (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) (cont. from FN1) 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. 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. 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. 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 number of Common Units held. 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. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). 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. Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 8, exempt under Rule 16b-3.
Key Figures
Tax-withheld shares: 42,135 shares
Vested PSUs: 76,192 units
Class B to Class A conversion: 151,787 shares
+4 more
7 metrics
Tax-withheld shares
42,135 shares
Class A common stock withheld to satisfy tax obligations
Vested PSUs
76,192 units
Performance restricted stock units converting into Class A common stock
Class B to Class A conversion
151,787 shares
Automatic one-for-one conversion on IPO fifth anniversary
Class D to Class C conversion
18,380,246 shares
Automatic one-for-one conversion on IPO fifth anniversary
Direct Class A holdings
673,025 shares
Shares of Class A common stock held directly after transactions
Indirect Class C holdings
18,380,246 shares
Class C common stock held indirectly through controlled entities
Indirect Class A holdings
151,787 shares
Class A common stock held indirectly following Class B conversion
Key Terms
Performance Restricted Stock Units, Class B Common Stock, Class D Common Stock, Common Units, +2 more
6 terms
Performance Restricted Stock Units financial
"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"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Class B Common Stock financial
"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"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class D Common Stock financial
"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"
Common Units financial
"non-voting common interest units ("Common Units") of Alclear Holdings, LLC ("Alclear") held"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Exchange Agreement financial
"Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Rule 16b-3 regulatory
"Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 8, exempt under Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
FAQ
What did Clear Secure (YOU) CEO Caryn Seidman Becker report in this Form 4?
She reported vesting of performance restricted stock units and related share-class conversions. The filing shows PSUs granted at the 2021 IPO converting into Class A common stock and automatic conversions between high-vote and low-vote share classes tied to the IPO’s fifth anniversary.
How many Clear Secure PSUs vested for the CEO in this YOU filing?
The filing reports 76,192 performance restricted stock units vesting into Class A common stock. These PSUs were granted at the 2021 IPO and were subject to stock price performance targets over a five-year period, with unearned PSUs forfeited after this vesting event.
How are Clear Secure CEO’s indirect holdings structured in this YOU Form 4?
Indirect holdings are reported through Alclear Investments, LLC and related entities. The footnotes state that Alclear Investments, LLC is controlled by Ms. Seidman Becker, who has both dispositive and voting control over those shares, including large positions in Class C common stock linked to Common Units.