Clear Secure, Inc. — Major Shareholding Notification 2024

Apr 29, 2024

SC 13G 1 i24208_miller-sc13g.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Clear Secure, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share (Title of Class of Securities)

18467V109 (CUSIP Number)

April 19, 2024 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

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CUSIP No. 18467V109 Page 2 of 5

| 1 | NAME
OF REPORTING PERSON William H. Miller III Living Trust dated April 17, 2017 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) o | |
| | (b) þ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | Florida | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER |
| | | 5,175,310 |
| | 6 | SHARED
VOTING POWER |
| | | 0 |
| | 7 | SOLE
DISPOSITIVE POWER |
| | | 5,175,310 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 5,175,310 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | o | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 5.6% * | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | 00
- The reporting person is a living trust organized under the laws of the State of Florida | |

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• Based on 88,746,916 shares of Class A Common Stock outstanding as of April 15, 2024, as reported in the Issuer’s proxy statement filed with the Securities and Exchange Commission on April 22, 2024, plus 4,000,000 shares of Class A Common Stock issued to the reporting person on April 19, 2024 upon conversion of shares of the Issuer’s Class C Common Stock.

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CUSIP No. 18467V109 Page 3 of 5

STATEMENT ON SCHEDULE 13G

Item 1.

(a)	Name of Issuer:
	Clear Secure, Inc.
(b)	Address of Issuer’s Principal Executive
Offices:
	85 10th Ave., 9th Floor New York, NY 10011

Item 2.

(a)	Name of Person Filing:
	William H. Miller III Living Trust dated
April 17, 2017
(b)	Address of Principal Business Office, or,
if None, Residence:
	One South Street, Suite 2550
	Baltimore, MD 21202
(c)	Citizenship:
	Florida
(d)	Title of Class of Securities:
	Class A Common Stock, par value $0.00001
per share
(e)	CUSIP Number:
	18467V109

Item 3.

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 5,175,310 shares of Class A Common Stock

(b) Percent of class: 5.6%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 5,175,310 shares

(ii) Shared power to vote or to direct the vote: 0 shares

(iii) Sole power to dispose or to direct the disposition of: 5,175,310 shares

(iv) Shared power to dispose or to direct the disposition of: 0 shares

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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CUSIP No. 18467V109 Page 4 of 5

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.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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CUSIP No. 18467V109 Page 5 of 5

SIGNATURE

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.

By:
Name: William H. Miller III
Title: Trustee
Dated April 29, 2024