SEC Form 4: Cannae Holdings, Inc. converted options into 5,000,000 shares and returned 3,700,000 shares to the company
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Business Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 12/20/2021 | M(1) | 5,000,000 | A | (1) | 49,203,737 | I | See note(4) | ||
| Class A common stock | 12/20/2021 | D(1) | 3,700,000(2) | D | (1) | 45,503,737(3) | I | See note(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Class A common stock | (1) | 12/20/2021 | M(1) | 5,000,000 | 08/02/2021 | (1) | Class A common stock | 5,000,000 | (5) | 0 | I | See note(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Cannae Holdings, LLC exercised the warrants on a make-whole exercise and cashless basis pursuant to a Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated May 29, 2020, as amended (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Cannae Holdings, LLC received 0.26 shares per warrant and the Issuer withheld 0.74 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on December 27, 2021 would cease to be exercisable. |
| 2. Represents shares of Class A common stock deemed withheld by the Issuer from Cannae Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement. |
| 3. Represents shares of Class A common stock held directly as follows: 41,300,000 by Cannae Holdings, LLC and 4,203,737 by Cannae Funding, LLC. |
| 4. Cannae Holdings, LLC and Cannae Funding, LLC are wholly owned subsidiaries of Cannae Holdings, Inc. |
| 5. Not applicable. |
| Remarks: |
| CANNAE HOLDINGS, Inc., /s/ Michael L. Gravelle, as Executive Vice President, General Counsel and Corporate Secretary | 12/22/2021 | |
| CANNAE HOLDINGS, LLC, /s/ Michael L. Gravelle, as Executive Vice President, General Counsel and Corporate Secretary | 12/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||