SEC Form SC 13G/A filed by Clear Secure Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Clear Secure, Inc. |
(Name of Issuer) |
Class A common stock, par value $0.00001 per share |
(Title of Class of Securities) |
18467V109 |
(CUSIP Number) |
December 31, 2023 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) | |
☐ | Rule 13d-1(c) | |
☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 18467V109 | SCHEDULE 13G | Page 2 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 3 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 A, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 4 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 B, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 5 of 37 |
1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 6 of 37 |
1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 7 of 37 |
1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 8 of 37 |
1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 9 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 10 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 11 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (AC), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 12 of 37 |
1 |
NAME OF REPORTING PERSON
GAPCO AIV Holdings, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 13 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV (AC), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 14 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic (AC) Collections , L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 15 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic (AC) Collections 2, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 16 of 37 |
1 |
NAME OF REPORTING PERSON
GAPCO AIV Interholdco (AC), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 17 of 37 |
1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 18 of 37 |
1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco (AC), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 19 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 20 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 21 of 37 |
1 |
NAME OF REPORTING PERSON
GAP (Bermuda) L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 22 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 23 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 24 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 25 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 26 of 37 |
1 |
NAME OF REPORTING PERSON
General Atlantic (ALC), L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
|
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 27 of 37 |
ITEM 1. | (a) | Name of Issuer |
Clear Secure, Inc. (the “Company”). | ||
(b) | Address of Issuer’s Principal Executive Offices | |
85 10th Avenue, 9th Floor, New York, NY 10011. | ||
ITEM 2. | (a) | Names of PersonS Filing |
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
(i) | General Atlantic, L.P. (“GA LP”); | |
(ii) | General Atlantic Partners AIV-1 A, L.P. (“GAP AIV-1 A”); | |
(iii) | General Atlantic Partners AIV-1 B, L.P. (“GAP AIV-1 B”); | |
(iv) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”); | |
(v) | GAP Coinvestments III, LLC (“GAPCO III”); | |
(vi) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
(vii) | GAP Coinvestments V, LLC (“GAPCO V”); | |
(viii) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
(ix) | General Atlantic GenPar, L.P. (“GenPar”); | |
(x) | General Atlantic GenPar (AC), L.P. (“GenPar AC”); | |
(xi) | GAPCO AIV Holdings, L.P. (“GAPCO AIV Holdings”) | |
(xii) | General Atlantic Partners AIV (AC), L.P. (“GAP AIV AC”); | |
(xiii) | General Atlantic (AC) Collections, L.P. (“GA AC Collections”); | |
(xiv) | General Atlantic (AC) Collections 2, L.P. (“GA AC Collections 2”); | |
(xv) | GAPCO AIV Interholdco (AC), L.P. (“GAPCO AIV Interholdco”); | |
(xvi) | GA AIV-1 B Interholdco, L.P. (“GA AIV-1 B Interholdco”); | |
(xvii) | GA AIV-1 B Interholdco (AC), L.P. (“GA AIV-1 B Interholdco AC”); |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 28 of 37 |
(xviii) | General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); | |
(xix) | General Atlantic Partners 100, L.P. (“GAP 100”); | |
(xx) | GAP (Bermuda) L.P. (“GAP Bermuda”); | |
(xxi) | General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”); | |
(xxii) | General Atlantic GenPar (Lux) SCSp (“GenPar Lux”); | |
(xxiii) | General Atlantic Partners (Lux) SCSp (“GAP Lux”); | |
(xxvi) | General Atlantic (Lux) S.à r.l. (“GA Lux”); and | |
(xxv) | General Atlantic (ALC), L.P. (“GA ALC”). | |
(b) | Address of Principal Business Office | |
The address of each of the Reporting Persons except GenPar Bermuda, GAP Bermuda, GAP Bermuda EU, GenPar Lux, GAP Lux and GA Lux is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The address of GenPar Bermuda, GAP Bermuda and GAP Bermuda EU is c/o Conyers Client Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GenPar Lux, GAP Lux and GA Lux is 412F, Route d’Esch, L-1471 Luxembourg. | ||
(c) | Citizenship |
(i) | GA LP – Delaware | |
(ii) | GAP AIV-1 A – Delaware | |
(iii) | GAP AIV-1 B – Delaware | |
(iv) | GAPCO CDA – Delaware | |
(v) | GAPCO III – Delaware | |
(vi) | GAPCO IV – Delaware | |
(vii) | GAPCO V – Delaware | |
(viii) | GA SPV – Delaware | |
(ix) | GenPar – Delaware | |
(x) | GenPar AC – Delaware | |
(xi) | GAPCO AIV Holdings – Delaware | |
(xii) | GAP AIV AC – Delaware | |
(xiii) | GA AC Collections – Delaware | |
(xiv) | GA AC Collections 2 – Delaware |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 29 of 37 |
(xv) | GAPCO AIV Interholdco – Delaware | |
(xvi) | GA AIV-1 B Interholdco – Delaware | |
(xvii) | GA AIV-1 B Interholdco AC – Delaware | |
(xviii) | GenPar Bermuda – Bermuda | |
(xix) | GAP 100 – Delaware | |
(xx) | GAP Bermuda– Bermuda | |
(xxi) | GAP Bermuda EU – Bermuda | |
(xxii) | GenPar Lux – Luxembourg | |
(xxiii) | GAP Lux – Luxembourg | |
(xxvi) | GA Lux – Luxembourg | |
(xxv) | GA ALC – Delaware |
(d) | Title of Class of Securities | |
Class A common stock, par value $0.00001 per share (the “Class A common stock”) | ||
(e) | CUSIP Number | |
18467V109 | ||
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: | |
Not Applicable. | ||
ITEM 4. |
OWNERSHIP. | |
As of February 1, 2024, none of the Reporting Persons beneficially owns any shares of the Company’s Class A common stock. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒. | |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not Applicable. |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 30 of 37 |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not Applicable. | |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
See Item 2, which states the identity of the members of the group filing this Schedule 13G. | |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not Applicable. | |
ITEM 10. | CERTIFICATION |
Not Applicable. |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 31 of 37 |
Exhibit Index
Exhibit 1: |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 32 of 37 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 13, 2024
GENERAL ATLANTIC, L.P. | ||||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
By: | GENERAL ATLANTIC, L.P., its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
By: | GENERAL ATLANTIC, L.P., its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GAP COINVESTMENTS CDA, L.P. | ||||
By: | GENERAL ATLANTIC, L.P., its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 33 of 37 |
GAP COINVESTMENTS III, LLC |
||||
By: | GENERAL ATLANTIC, L.P., its managing member | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GAP COINVESTMENTS IV, LLC | ||||
By: | GENERAL ATLANTIC, L.P., its managing member | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GAP COINVESTMENTS V, LLC | ||||
By: | GENERAL ATLANTIC, L.P., its managing member | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC (SPV) GP, LLC | ||||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC GENPAR, L.P. | ||||
By: | GENERAL ATLANTIC, L.P. its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 34 of 37 |
GENERAL ATLANTIC GENPAR (AC), L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GAPCO AIV HOLDINGS, L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC PARTNERS AIV (AC), L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC (AC) COLLECTIONS, L.P |
||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC (AC) COLLECTIONS 2, L.P | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 35 of 37 |
GAPCO AIV INTERHOLDCO (AC), L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GA AIV-1 B INTERHOLDCO, L.P. | ||||
By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
By: | GENERAL ATLANTIC, L.P., its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GA AIV-1 B INTERHOLDCO (AC), L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
By: | GAP (BERMUDA) L.P., its general partner | |||
By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 36 of 37 |
GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
By: | GENERAL ATLANTIC, L.P., its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GAP (BERMUDA) L.P. | ||||
By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. |
||||
By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
By: | GAP (BERMUDA) L.P., its general partner | |||
By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
GENERAL ATLANTIC GENPAR (LUX) SCSP |
||||
By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
By: | /s/ Ingrid van der Hoorn | |||
Name: | Ingrid van der Hoorn | |||
Title: | Manager A | |||
By: | /s/ William Blackwell | |||
Name: | William Blackwell |
|||
Title: | Manager B |
CUSIP No. 18467V109 | SCHEDULE 13G | Page 37 of 37 |
GENERAL ATLANTIC PARTNERS (LUX) SCSP | ||||
By: | GENERAL ATLANTIC (LUX) S.À R.L. , its general partner | |||
By: | /s/ Ingrid van der Hoorn | |||
Name: | Ingrid van der Hoorn | |||
Title: | Manager A | |||
By: | /s/ William Blackwell | |||
Name: | William Blackwell |
|||
Title: | Manager B |
GENERAL ATLANTIC (LUX) S.À R.L. |
||||
By: | /s/ Ingrid van der Hoorn | |||
Name: | Ingrid van der Hoorn | |||
Title: | Manager A | |||
By: | /s/ William Blackwell | |||
Name: | William Blackwell |
|||
Title: | Manager B |
GENERAL ATLANTIC (ALC), L.P. | ||||
By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
By: | /s/ Michael Gosk | |||
Name: | Michael Gosk | |||
Title: | Managing Director |
SCHEDULE A
Members of the GA Management Committee (as of the date hereof)
Name | Address | Citizenship |
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
Sandeep Naik |
Marina Bay Financial Centre Tower 1 8 Marina Boulevard, #17-02 018981, Singapore |
United States |
J. Albert Smith |
535 Madison Ave, 31st Floor New York, New York 10022 |
United States |
Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
Lance D. G. Uggla |
23 Savile Row London W1S 2ET United Kingdom |
United Kingdom and Canada |
N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |