0000899243-22-036215.txt : 20221117
0000899243-22-036215.hdr.sgml : 20221117
20221117173226
ACCESSION NUMBER: 0000899243-22-036215
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221117
FILED AS OF DATE: 20221117
DATE AS OF CHANGE: 20221117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings II L.P.
CENTRAL INDEX KEY: 0001484870
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399742
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399741
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399740
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399746
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399748
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399745
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399747
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399744
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399749
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39299
FILM NUMBER: 221399743
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, Inc. / Delaware
CENTRAL INDEX KEY: 0001809104
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
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: Alight Group, Inc.
DATE OF NAME CHANGE: 20210707
FORMER COMPANY:
FORMER CONFORMED NAME: Foley Trasimene Acquisition Corp.
DATE OF NAME CHANGE: 20200410
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-17
0
0001809104
Alight, Inc. / Delaware
ALIT
0001771144
Blackstone Capital Partners VII NQ L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770698
BCP VII SBS Holdings L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001771140
Blackstone Family Investment Partnership VII-ESC NQ L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770693
BTAS NQ Holdings L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001872064
Blackstone Capital Partners VII (IPO) NQ L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001771142
Blackstone Management Associates VII NQ L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001771139
BMA VII NQ L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001484870
Blackstone Holdings II L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001663886
Blackstone Side-by-Side Umbrella Partnership L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770692
Blackstone Side-by-Side Umbrella GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class A Common Stock
2022-11-17
4
C
0
5371237
A
5459742
I
See Footnotes
Class A Common Stock
2022-11-17
4
C
0
20152
A
20484
I
See Footnotes
Class A Common Stock
2022-11-17
4
C
0
58078
A
59035
I
See Footnotes
Class A Common Stock
2022-11-17
4
C
0
619388
A
629594
I
See Footnotes
Class A Common Stock
2022-11-17
4
S
0
5381060
7.46
D
78682
I
See Footnotes
Class A Common Stock
2022-11-17
4
S
0
20189
7.46
D
295
I
See Footnotes
Class A Common Stock
2022-11-17
4
S
0
58184
7.46
D
851
I
See Footnotes
Class A Common Stock
2022-11-17
4
S
0
620521
7.46
D
9073
I
See Footnotes
Class A Common Stock
2022-11-17
4
S
0
6074717
7.46
D
48659181
I
See Footnotes
Class V Common Stock
2022-11-17
4
J
0
5371237
0.00
D
43024219
I
See Footnotes
Class V Common Stock
2022-11-17
4
J
0
20152
0.00
D
161420
I
See Footnotes
Class V Common Stock
2022-11-17
4
J
0
58078
0.00
D
465213
I
See Footnotes
Class V Common Stock
2022-11-17
4
J
0
619388
0.00
D
4961364
I
See Footnotes
Class A Units
2022-11-17
4
C
0
5371237
0.00
D
Class A Common Stock
5371237
43024219
I
See Footnotes
Class A Units
2022-11-17
4
C
0
20152
0.00
D
Class A Common Stock
20152
161420
I
See Footnotes
Class A Units
2022-11-17
4
C
0
58078
0.00
D
Class A Common Stock
58078
465213
I
See Footnotes
Class A Units
2022-11-17
4
C
0
619388
0.00
D
Class A Common Stock
619388
4961364
I
See Footnotes
This amount of $7.46 represents the $7.75 public offering price per share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Alight, Inc. (the "Issuer"), less the underwriting discount of $0.29 per share (such offering, the "Secondary Offering").
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. Blackstone Inc. ("Blackstone") 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 Blackstone 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.
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.
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 (the "Exchange Act"), 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 securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Upon the closing of the Secondary Offering and in connection with the exchange of Class A units of Alight Holding Company, LLC ("Class A Units") for shares of Class A Common Stock (as further described in Footnote 12), an equal number of shares of the Issuer's Class V common stock were cancelled for no consideration. 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 the closing of the Secondary Offering, an aggregate of 6,068,855 Class A Units were exchanged for an equal number of shares of Class A Common Stock. Class A Units have no voting rights but are entitled to share in the profits and losses of Alight Holding Company LLC. 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 Class A Common Stock. Notwithstanding the foregoing, the Issuer will be permitted, at its sole discretion, in lieu of delivering shares of 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 Class A Common Stock ending on the day such measurement is made.
Form 1 of 2
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
2022-11-17
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
2022-11-17
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
2022-11-17
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
2022-11-17
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
2022-11-17
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
2022-11-17
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
2022-11-17
BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director
2022-11-17
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
2022-11-17
BLACKSTONE SIDE-BY-SIDE UMBRELLA GP L.L.C., /s/ Tabea Hsi, Manager
2022-11-17