21/11/2024 | Press release | Distributed by Public on 21/11/2024 10:51
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Units | (4) | 11/18/2024 | M | 42,411(4) | (4) | (4) | Class A Common Stock | 42,411 | (1)(4) | 0 | I | By Tempo Management, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Henson Daniel S C/O ALIGHT, INC. 320 SOUTH CANAL STREET, SUITE 5000 CHICAGO, IL 60606 |
X |
/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact | 11/21/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reported shares of Class A common stock ("Class A Shares") were received upon the exchange of an equal number of Class A units of Alight Holding Company, LLC ("Class A Units" and "Alight Holdings", respectively) for no consideration. |
(2) | Includes restricted stock units scheduled to vest in the future. |
(3) | The reported shares of Class V common stock ("Class V Shares") were cancelled upon the exchange of Class A Units for no consideration. Class V Shares do not represent economic interests in the Issuer. Except as provided in the Issuer's Certificate of Incorporation or as required by applicable law, holders of Class V Shares are entitled to one vote per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Class A units of Alight Holdings that are held by the reporting person, an equal number of Class V Shares will be cancelled for no consideration. |
(4) | Class A Units have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting persons can be exchanged, up to once per calendar quarter, for an equal number of Class A Shares. Notwithstanding the foregoing, the Issuer is permitted, at its sole discretion, in lieu of delivering Class A Shares for an Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the Class A Shares ending on the day such measurement is made. |