SEC Form 4: Foley William P Ii converted options into 15,133,333 shares and returned 11,198,667 shares to the company
$WPF
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(2) | 15,133,333 | A | (2) | 38,330,833 | I | See notes(1)(6) | ||
| Class A common stock | 12/20/2021 | D(2) | 11,198,667(3) | D | (2) | 27,132,166(4) | I | See notes(1)(6) | ||
| Class A common stock | 356,591(5) | D | ||||||||
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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 | ||||||||
| Class C LLC Units | (2) | 12/20/2021 | M(2) | 15,133,333 | (2) | (2) | Class A common stock | 15,133,333 | (7) | 0 | I | See notes(1)(6) | |||
| Explanation of Responses: |
| 1. William P. Foley, II (the "Reporting Person") is the sole member of Bilcar FT, LLC, which, in turn, is the sole general partner of Bilcar FT, LP ("Bilcar"). The Reporting Person is the managing member of Trasimene Capital Management, LLC. The Reporting Person is also the sole member of Trasimene Capital FT, LLC, which, in turn, is the sole general partner of Trasimene Capital FT, LP ("Trasimene"). Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital Management, LLC, Trasimene Capital FT, LP and Trasimene Capital FT, LLC, the Reporting Person may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. |
| 2. Bilcar and Trasimene exchanged 4,540,000 and 10,593,333 Class C LLC Units, respectively, on a make-whole exchange and cashless basis pursuant to a Second Amended and Restated Limited Liability Company Agreement of Alight Holding Company, LLC, dated July 2, 2021, as amended (the "LLC Agreement"), and 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 Class C Units. Each of Bilcar and Trasimene received 0.26 shares per Class C LLC Unit, and the Issuer withheld 0.74 shares per Class C LLC Unit exchanged. Pursuant to the Issuer's Notice of Redemption, Class C LLC Units remaining unexchanged on December 27, 2021 would cease to be exchangeable. |
| 3. Represents 3,359,600 shares of Class A common stock deemed withheld by the Issuer from Bilcar and 7,839,067 shares of Class A common stock deemed withheld by the Issuer from Trasimene, in each case, in connection with the make-whole exchange on a cashless basis pursuant to the LLC Agreement and Warrant Agreement. |
| 4. Represents shares of Class A common stock held directly as follows: 8,139,650 by Bilcar and 18,992,516 by Trasimene. |
| 5. Includes 100,000 shares of Class A common stock, 250,000 restricted stock units scheduled to vest in approximately three equal installments on December 31, 2021, December 31, 2022 and December 31, 2023, and 6,591 shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the Issuer's 2021 Omnibus Incentive Plan. |
| 6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
| 7. Not applicable. |
| Remarks: |
| /s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II | 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. | ||