0000899243-21-028172.txt : 20210712 0000899243-21-028172.hdr.sgml : 20210712 20210712213831 ACCESSION NUMBER: 0000899243-21-028172 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210702 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henson Daniel S CENTRAL INDEX KEY: 0001673492 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 211086702 MAIL ADDRESS: STREET 1: C/O HEALTHCARE TRUST OF AMERICA, INC. STREET 2: 16435 N. SCOTTSDALE ROAD, SUITE 320 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 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 0001673492 Henson Daniel S C/O ALIGHT, INC. 4 OVERLOOK POINT LINCOLNSHIRE IL 60069 1 0 0 0 Class A Common Stock 1917255 D Class V Common Stock 42121 I By Tempo Management, LLC Class A Units Class A Common Stock 42121 I By Tempo Management, LLC Class B-1 Common Stock Class A Common Stock 58746 D Class B-2 Common Stock Class A Common Stock 58746 D Class Z-A Common Stock Class A Common Stock 21648 D Class Z-B-1 Common Stock Class A Common Stock 1177 D Class Z-B-2 Common Stock Class A Common Stock 1177 D Class B-1 Units Class A Common Stock 1361 I By Tempo Management, LLC Class B-2 Units Class A Common Stock 1361 I By Tempo Management, LLC Class Z-A Units Class A Common Stock 1505 I By Tempo Management, LLC Class Z-B-1 Units Class A Common Stock 82 I By Tempo Management, LLC Class Z-B-2 Units Class A Common Stock 82 I By Tempo Management, LLC Includes 1,311,272 shares of Class A common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan. 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 certain Blackstone entities, 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. Includes 39,164 shares of Class B-1 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan. 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. Includes 39,164 shares of Class B-2 common stock that are subject to certain transfer, voting, vesting and other restrictions applicable to "Restricted Stock," as set forth in the issuer's 2021 Omnibus Incentive Plan. 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. 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. 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. 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, (Continued from Footnote 11) 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. Exhibit List: Exhibit 24.1 Power of Attorney /s/ Paulette Dodson, General Counsel and Corporate Secretary, as Attorney-in-Fact 2021-07-12 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints each of John Mikowski, Paulette Dodson, and Katie
Rooney, signing singly, as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:

(i)     execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director, and/or beneficial owner of more than
        ten percent of the issued and outstanding shares of Alight, Inc., a
        Delaware corporation (the "Company"), Forms 3, 4, and 5, including
        amendments thereto, in accordance with Section 16(a) of the Securities
        Exchange Act of 1934 and the rules and regulations thereunder;

(ii)    do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

(iii)   take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
each of the foregoing attorneys-in-fact or (b) superseded by a new power of
attorney regarding the purposes outlined herein at a later date.

                            [Signature Page Follows]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of July 2021.


                                        /s/ Daniel S. Henson
                                        -------------------------------
                                        Daniel S. Henson