0000899243-21-028147.txt : 20210712 0000899243-21-028147.hdr.sgml : 20210712 20210712205729 ACCESSION NUMBER: 0000899243-21-028147 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210702 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings II L.P. CENTRAL INDEX KEY: 0001484870 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086597 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Side-by-Side Umbrella Partnership L.P. CENTRAL INDEX KEY: 0001663886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086596 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Side-by-Side Umbrella GP L.L.C. CENTRAL INDEX KEY: 0001770692 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086595 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTAS NQ Holdings L.L.C. CENTRAL INDEX KEY: 0001770693 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086601 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP VII SBS Holdings L.L.C. CENTRAL INDEX KEY: 0001770698 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086603 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Capital Partners VII (IPO) NQ L.P. CENTRAL INDEX KEY: 0001872064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086600 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Family Investment Partnership VII-ESC NQ L.P. CENTRAL INDEX KEY: 0001771140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086602 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Management Associates VII NQ L.L.C. CENTRAL INDEX KEY: 0001771142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086599 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Capital Partners VII NQ L.P. CENTRAL INDEX KEY: 0001771144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086604 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA VII NQ L.L.C. CENTRAL INDEX KEY: 0001771139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086598 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Alight Group, Inc. CENTRAL INDEX KEY: 0001809104 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 850545098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 OVERLOOK POINT CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: (702) 323-7330 MAIL ADDRESS: STREET 1: 4 OVERLOOK POINT CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: Foley Trasimene Acquisition Corp. DATE OF NAME CHANGE: 20200410 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-02 0 0001809104 Alight Group, Inc. ALIT 0001771144 Blackstone Capital Partners VII NQ L.P. C/O THE BLACKSTONE GROUP INC 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770698 BCP VII SBS Holdings L.L.C. C/O THE BLACKSTONE GROUP INC 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001771140 Blackstone Family Investment Partnership VII-ESC NQ L.P. C/O THE BLACKSTONE GROUP INC 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770693 BTAS NQ Holdings L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001872064 Blackstone Capital Partners VII (IPO) NQ L.P. C/O THE BLACKSTONE GROUP INC 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001771142 Blackstone Management Associates VII NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001771139 BMA VII NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001484870 Blackstone Holdings II L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001663886 Blackstone Side-by-Side Umbrella Partnership L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770692 Blackstone Side-by-Side Umbrella GP L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Class A common stock 88505 I See Footnotes Class A common stock 332 I See Footnotes Class A common stock 957 I See Footnotes Class A common stock 10206 I See Footnotes Class A common stock 54733898 I See Footnotes Class V common stock 48395456 I See Footnotes Class V common stock 181572 I See Footnotes Class V common stock 523291 I See Footnotes Class V common stock 5580752 I See Footnotes Class A Units Class A common stock 48395456 I See Footnotes Class A Units Class A common stock 181572 I See Footnotes Class A Units Class A common stock 523291 I See Footnotes Class A Units Class A common stock 5580752 I See Footnotes Class B-1 common stock Class A common stock 1768709 I See Footnotes Class B-1 Units Class A common stock 1566744 I See Footnotes Class B-1 Units Class A common stock 5878 I See Footnotes Class B-1 Units Class A common stock 16941 I See Footnotes Class B-1 Units Class A common stock 180670 I See Footnotes Class B-2 common stock Class A common stock 1768709 I See Footnotes Class B-2 Units Class A common stock 1566744 I See Footnotes Class B-2 Units Class A common stock 5878 I See Footnotes Class B-2 Units Class A common stock 16941 I See Footnotes Class B-2 Units Class A common stock 180670 I See Footnotes Class Z-A common stock Class A common stock 1955285 I See Footnotes Class Z-A Units Class A common stock 1732015 I See Footnotes Class Z-A Units Class A common stock 6498 I See Footnotes Class Z-A Units Class A common stock 18728 I See Footnotes Class Z-A Units Class A common stock 199728 I See Footnotes Class Z-B-1 common stock Class A common stock 106303 I See Footnotes Class Z-B-1 Units Class A common stock 94164 I See Footnotes Class Z-B-1 Units Class A common stock 353 I See Footnotes Class Z-B-1 Units Class A common stock 1018 I See Footnotes Class Z-B-1 Units Class A common stock 10859 I See Footnotes Class Z-B-2 common stock Class A common stock 106303 I See Footnotes Class Z-B-2 Units Class A common stock 94164 I See Footnotes Class Z-B-2 Units Class A common stock 353 I See Footnotes Class Z-B-2 Units Class A common stock 1018 I See Footnotes Class Z-B-2 Units Class A common stock 10859 I See Footnotes Reflects securities directly held by Blackstone Capital Partners VII NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P. Reflects securities directly held by BCP VII SBS Holdings L.L.C., the sole member of which is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C., the sole member of which is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C. Reflects securities directly held by Blackstone Family Investment Partnership VII - ESC NQ L.P., the general partner of which is BCP VII Side-by-Side GP NQ L.L.C., the sole member of which is Blackstone Holdings II L.P. Reflects securities directly held by BTAS NQ Holdings L.L.C., the managing member of which is BTAS Associates-NQ L.L.C., the managing member of which is Blackstone Holdings II L.P. Reflects securities directly held by Blackstone Capital Partners VII (IPO) NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The Blackstone Group Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Shares of Class V common stock 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 common stock 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 of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting persons and reported in Table II hereof, an equal number of shares of the issuer's Class V common stock will be cancelled for no consideration. Class A Units of Alight Holdings ("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 (and in the case of the Blackstone entities described herein, twice per calendar quarter in the aggregate), for an equal number of shares of the issuer's Class A common stock. Notwithstanding the foregoing, the issuer will be permitted, at its sole discretion, in lieu of delivering shares of the issuer's Class A common stock 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 issuer's Class A common stock ending on the day such measurement is made. Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock 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-1 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-1 vesting events. 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. Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with Class A common stock 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-2 common stock are not entitled to any voting rights with respect to such shares, except as required by applicable law. Class B-2 common stock will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment) upon the occurrence of certain Class B-2 vesting events. Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement. 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. Only if and when an applicable vesting event has occurred with respect to a whole Class Z-A Unit or Class Z-B Unit, the unit will automatically convert into a Class A or Class B Unit, as applicable, at which time such units will be entitled to all of the benefits of those Class A Units or Class B Units. In addition, (x) each Class Z-A Unit that converts into a Class A Unit will entitle the holder to receive the aggregate amount of any distributions declared on the Class A Units since the closing date (a "Distribution Catch-Up Payment") and (y) if a Class B vesting event occurs resulting in the conversion of any unvested Class B consideration into unvested Class A consideration because such consideration remains unvested under the terms of a management award agreement, such management holder will not be entitled to a Distribution Catch-Up Payment upon the conversion event and, if and when such unvested Class A consideration is forfeited (triggering the vesting and conversion of the corresponding Class Z consideration), the Distribution Catch-Up Payment will be paid to the converting holders of Class Z Units. Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement. Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. BLACKSTONE CAPITAL PARTNERS VII NQ L.P. By: Blackstone Management Associates VII NQ L.L.C., its GP By: BMA VII NQ L.L.C., its sole member By: Blackstone Holdings II L.P., its MM By: Blackstone Holdings I/II GP L.L.C., its GP, /s/ Tabea Hsi, SMD 2021-07-12 BCP VII SBS HOLDINGS L.L.C. By: Blackstone Side-by-Side Umbrella Partnership L.P., its sole member By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, /s/ Tabea Hsi, Manager 2021-07-12 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VII-ESC NQ L.P. By: BCP VII Side-by-Side GP NQ L.L.C., its general partner, /s/ Tabea Hsi, Authorized Signatory 2021-07-12 BTAS NQ HOLDINGS L.L.C. By: BTAS Associates-NQ L.L.C., its managing member By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director 2021-07-12 BLACKSTONE CAPITAL PARTNERS VII (IPO) NQ L.P. By: Blackstone Management Associates VII NQ L.L.C., its GP By: BMA VII NQ L.L.C., its SM By: Blackstone Holdings II L.P., its MM By: Blackstone Holdings I/II GP L.L.C., its GP, /s/ Tabea Hsi, SMD 2021-07-12 BLACKSTONE MANAGEMENT ASSOCIATES VII NQ L.L.C. By: BMA VII NQ L.L.C., its sole member By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director 2021-07-12 BMA VII NQ L.L.C. By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its GP, /s/ Tabea Hsi, Senior Managing Director 2021-07-12 BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director 2021-07-12 BLACKSTONE SIDE-BY-SIDE UMBRELLA PARTNERSHIP L.P. By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, /s/ Tabea Hsi, Manager 2021-07-12 BLACKSTONE SIDE-BY-SIDE UMBRELLA GP L.L.C., /s/ Tabea Hsi, Manager 2021-07-12