SEC Form 4: Scholl Stephan exercised 145,000 shares at a strike of $11.50 and covered exercise/tax liability with 107,300 shares, increasing direct ownership by 0.65% to 5,876,595 units
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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) 12/14/2021 | ||||||||||||||||||||||||||
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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 | 12/14/2021 | M(1)(2) | 145,000 | A | $11.5 | 5,983,895(3) | D | |||
| Class A Common Stock | 12/14/2021 | F(4) | 107,300 | D | (1)(2) | 5,876,595(3) | 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 | ||||||||
| Warrants to purchase Class A Common Stock | $11.5 | 12/14/2021 | M | 145,000 | 08/02/2021 | 07/02/2026 | Class A Common Stock | 145,000 | $2.21(5) | 0 | D | ||||
| Explanation of Responses: |
| 1. The reporting person exercised warrants to purchase shares of the Issuer's Class A Common Stock. The warrants were exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, dated May 20, 2020, by and between Foley Transimene Acquisition Corp. (n/k/a Alight Group, Inc.)("FTAC") and Continental Stock Transfer Trust Company (the "Warrant Agent"), as amended by the Warrant Assumption Agreement, dated as of July 2, 2021 (together the "Warrant Agreement"), by and between the Issuer, FTAC and the Warrant Agent, following the Issuer's Notice of Redemption dated November 26, 2021. In the cashless exercise, under the terms of the Warrant Agreement, the reporting person received 0.26 shares per warrant exercised and the Issuer withheld 0.74 shares per warrant exercised. |
| 2. The exercise of warrants, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under rule 16b-3 of the Securities Exchange Act of 1934, as amended. |
| 3. Includes 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. |
| 4. Represents shares of Class A Common Stock withheld in connection with the cashless exercise. |
| 5. The reported price was the purchase price for the 46,000 warrants purchased and timely reported on August 20, 2021, but the remainder of the reported securities were acquired in connection with the Issuer's initial business combination and reflected in the reporting person's Form 3. |
| Remarks: |
| /s/ Paulette Dodson, General Counsel and Corporate Secretary, as Attorney-in-Fact | 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. | ||