Henson Daniel S Form 4 Alight, Inc. / Delaware / Daniel S Henson ownership change

SEC Form 4

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^*

Henson Daniel S

(Last)

(First)

(Middle)

C/O ALIGHT, INC.

320 SOUTH CANAL STREET, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2024		M		4,179⁽¹⁾	A	⁽¹⁾	1,989,469	D
Class V Common Stock	07/02/2024		M		290⁽²⁾	A	⁽³⁾	42,411	I	By Tempo Management, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽⁴⁾	07/02/2024		M		290⁽²⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	290	⁽²⁾	42,411	I	By Tempo Management, LLC
Class B-1 Common Stock	⁽⁵⁾	07/02/2024		M		274⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	274	⁽⁶⁾	59,020	D
Class B-1 Units	⁽⁷⁾	07/02/2024		M		19⁽⁸⁾		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	19	⁽⁸⁾	1,380	I	By Tempo Management, LLC
Class B-2 Common Stock	⁽⁵⁾	07/02/2024		M		274⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	274	⁽⁶⁾	59,020	D
Class B-2 Units	⁽⁷⁾	07/02/2024		M		19⁽⁸⁾		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	19	⁽⁸⁾	1,380	I	By Tempo Management, LLC
Class Z-A Common Stock	⁽⁹⁾	07/02/2024		M			4,179.83⁽¹⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,179.83	⁽¹⁾	0⁽¹⁰⁾	D
Class Z-A Units	⁽¹¹⁾	07/02/2024		M			290.59⁽²⁾	⁽¹¹⁾	⁽¹¹⁾	Class A Units	290.59	⁽²⁾	0⁽¹²⁾	I	By Tempo Management, LLC
Class Z-B-1 Common Stock	⁽¹³⁾	07/02/2024		M			274.1⁽⁶⁾	⁽¹³⁾	⁽¹³⁾	Class B-1 Common Stock	274.1	⁽⁶⁾	0⁽¹⁰⁾	D
Class Z-B-1 Units	⁽¹¹⁾	07/02/2024		M			19.1⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Class B-1 Units	19.1	⁽⁸⁾	0⁽¹²⁾	I	By Tempo Management, LLC
Class Z-B-2 Common Stock	⁽¹³⁾	07/02/2024		M			274.1⁽⁶⁾	⁽¹³⁾	⁽¹³⁾	Class B-2 Common Stock	274.1	⁽⁶⁾	0⁽¹⁰⁾	D
Class Z-B-2 Units	⁽¹¹⁾	07/02/2024		M			19.1⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Class B-2 Units	19.1	⁽⁸⁾	0⁽¹²⁾	I	By Tempo Management, LLC

Explanation of Responses:

1. The reported shares of Class A common stock ("Class A Shares") were received upon conversion of shares of Class Z-A common stock ("Class Z-A Shares") which vested in connection with the forfeiture of certain unvested Class A Shares held by issuer's management. Fractional vested Class Z-A Shares were settled in cash.

2. The reported shares of Class V common stock ("Class V Shares") and Class A Units of Alight Holding Company LLC ("Class A Units" and "Alight Holdings," respectively) were received in connection with the vesting and and conversion of Class Z-A Units in connection with the forfeiture of corollary Class A Shares held by issuer's management. Vested fractional Class Z-A Units were settled in cash.

3. Class V Shares do not represent economic interests in the issuer. Except as provided in the issuer's certificate of incorporation or as required by applicable law, holders of Class V Shares will be entitled to one vote per share on all matters to be voted on by the issuer's stockholders generally. Upon exchange of Class A Units that are held by the reporting persons and reported in Table II hereof, an equal number of Class V Shares will be cancelled for no consideration.

4. Class A Units will have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting persons can be exchanged, up to once per calendar quarter for an equal number of shares of the issuer's Class A common stock ("Class A Shares"). Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering s Class A Shares for any Class A Units surrendered for exchange, to pay an amount in cash per Class A Unit equal to the 5-day volume weighted average price of the Class A Shares ending on the day such measurement is made.

5. Shares of Class B-1 common stock ("Class B-1 Shares") and shares of Class B-2 common stock ("Class B-2 Shares" and, together with Class B-1 Shares, "Class B Shares") do not represent economic interests in the issuer, except for participation together with Class A Shares in any dividends or distributions, which amounts will accrue and only become payable upon the occurrence of certain Class B vesting events. Holders of Class B Shares are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B Shares will automatically convert into Class A Shares on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B vesting events.

6. The reported securities were received upon conversion of Class Z-B-1 common stock ("Class Z-B-1 Shares") and shares of Class Z-B-2 common stock ("Class Z-B-2 Shares") which vested in connection with the forfeiture of certain corollary Class B-1 Shares and Class B-2 Shares held by issuer's management. Fractional vested Class Z-B-1 and Class Z-B-2 Shares were settled in cash.

7. Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting rights or rights to distributions. Class B Units will vest and automatically convert into an equal number of Class A Units as follows: (i) the Class B-1 Units will vest upon the occurrence of a Class B-1 vesting event and (ii) the Class B-2 Units will vest upon the occurrence of a Class B-2 vesting event. Upon the conversion of a Class B Unit, the holder of such Class B Unit will be entitled to receive a payment (a "Dividend Catch-Up Payment") equal to the aggregate amount of distributions paid per Class A Unit (excluding tax distributions) from July 2, 2021 and ending on the day prior to the date on which such Class B Unit converts into a Class A Unit. If any of the Class B Units do not vest on or before July 2, 2028, such units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any Dividend Catch-Up Payments.

8. The reported Class Z-B-1 Units and Class Z-B-2 Units vested and converted into Class B-1 Units and Class B-2 Units in connection with the forfeiture of corollary Class B-1 Shares and Class B-2 Shares, respectively, that were held by issuer's management. Vested fractional Class Z-B-1 Units and Class Z-B-2 Units were settled in cash.

9. Class Z-A Shares vest and convert into Class A Shares in connection with the forfeiture of certain corollary unvested Class A Shares held by issuer's management.

10. The remaining 17,468.17 Class Z-A Shares, 902.90 Class Z-B-1 Shares and 902.90 Class Z-B-2 Shares previously reported by the Reporting Person were forfeited for no consideration in connection with the vesting of the corollary Class A Shares, Class B-1 Shares and Class B-2 Shares, respectively, that were held by issuer's management.

11. Class Z Units will initially be unvested and will not be entitled to share in any profits or losses of Alight Holdings and will not have any voting rights or rights to distributions. In the event that any Class A common stock or Class B-1 or B-2 common stock is forfeited by management under the terms of the applicable award agreement, an equivalent portion of the unvested shares of Company Class Z-A common stock and Class Z-A Units, in the aggregate, or Company Class Z-B-1 or Z-B-2 common stock and Class Z-B-1 or Z-B-2 Units, in the aggregate, will vest, with such vested portion being allocated among the holders of Class Z common stock and Class Z Units based on the allocation principles under the issuer's business combination agreement.

12. The remaining 1,214.41 Class Z-A Units, 62.90 Class Z-B-1 Units and 62.90 Class Z-B-2 Units previously reported by the Reporting Person were forfeited for no consideration in connection with the vesting of the corollary Class A Shares, Class B-1 Shares or Class B-2 Shares held by issuer's management.

13. Class Z-B-1 Shares and Class Z-B-2 Shares (i) vest and convert into Class B-1 Shares and Class B-2 Shares, respectively, in the event the certain corollary Class B-1 Shares and Class B-2 Shares held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) are forfeited for no consideration in the event that such corollary Class B-1 Shares or Class B-2 Shares vest.

	/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact	07/05/2024
	** Signature of Reporting Person	Date
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Henson Daniel S Form 4Alight, Inc. / Delaware / Daniel S Henson ownership change