12/13/2024 | Press release | Distributed by Public on 12/13/2024 17:25
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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Seidman Becker Caryn 85 10TH AVE., 9TH FLOOR NEW YORK, NY 10011 |
X | X | Chief Executive Officer |
/s/ Lynn Haaland, Attorney-in-Fact | 12/13/2024 |
**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) | Shares of Class B common stock of the Issuer ("Class B Common Stock") have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). |
(2) | Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. |
(3) | Alclear Investments, LLC is controlled by Ms. Seidman Becker, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments, LLC. |
(4) | Represents a transfer for no value from Alclear Investments, LLC to the reporting person in connection with the gift transactions reported herein. The reporting person believes that the transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. |
(5) | This transaction represents a gift / donation to a 501(c)(3) charitable foundation. No value was received for the gifted shares. |