DELTA AIR LINES, INC. — Director's Dealing 2021

Jun 30, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Clear Secure, Inc. (YOU)
CIK: 0001856314
Period of Report: 2021-06-30

Reporting Person: DELTA AIR LINES, INC. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C common stock	8277958	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common units of Alclear Holdings, LLC	$		Class A common stock (8277958)		Direct

Footnotes

F1: Shares of Class C common stock of the Issuer have one vote per share but no economic rights and are issued in an equal amount to the number of non-voting common units of Alclear Holdings, LLC ("Common Units") held.

F2: Pursuant to the terms of the Exchange Agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC, the reporting person and the other holders of Common Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement") and that certain letter agreement, dated as of June 29, 2021 by and among the Issuer, Alclear Holdings, LLC and the reporting person, Common Units held by the reporting person, together with a corresponding number of shares of Class C common stock held by the reporting person, may be exchanged for, at the option of the Issuer's board of directors, (i) shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or (ii) cash from a substantially concurrent public offering (based on the price of the Class A common stock in such public offering).

F3: The exchange rights under the Exchange Agreement do not expire.