0000950170-24-081787.txt : 20240705 0000950170-24-081787.hdr.sgml : 20240705 20240705075026 ACCESSION NUMBER: 0000950170-24-081787 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240702 FILED AS OF DATE: 20240705 DATE AS OF CHANGE: 20240705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henson Daniel S CENTRAL INDEX KEY: 0001673492 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39299 FILM NUMBER: 241101678 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, Inc. / Delaware CENTRAL INDEX KEY: 0001809104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services 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 ownership.xml 4 X0508 4 2024-07-02 0001809104 Alight, Inc. / Delaware ALIT 0001673492 Henson Daniel S C/O ALIGHT, INC. 320 SOUTH CANAL STREET, SUITE 5000 CHICAGO IL 60606 true false false false false Class A Common Stock 2024-07-02 4 M false 4179 A 1989469 D Class V Common Stock 2024-07-02 4 M false 290 A 42411 I By Tempo Management, LLC Class A Units 2024-07-02 4 M false 290 A Class A Common Stock 290 42411 I By Tempo Management, LLC Class B-1 Common Stock 2024-07-02 4 M false 274 A Class A Common Stock 274 59020 D Class B-1 Units 2024-07-02 4 M false 19 A Class A Common Stock 19 1380 I By Tempo Management, LLC Class B-2 Common Stock 2024-07-02 4 M false 274 A Class A Common Stock 274 59020 D Class B-2 Units 2024-07-02 4 M false 19 A Class A Common Stock 19 1380 I By Tempo Management, LLC Class Z-A Common Stock 2024-07-02 4 M false 4179.83 D Class A Common Stock 4179.83 0 D Class Z-A Units 2024-07-02 4 M false 290.59 D Class A Units 290.59 0 I By Tempo Management, LLC Class Z-B-1 Common Stock 2024-07-02 4 M false 274.10 D Class B-1 Common Stock 274.10 0 D Class Z-B-1 Units 2024-07-02 4 M false 19.1 D Class B-1 Units 19.1 0 I By Tempo Management, LLC Class Z-B-2 Common Stock 2024-07-02 4 M false 274.1 D Class B-2 Common Stock 274.1 0 D Class Z-B-2 Units 2024-07-02 4 M false 19.1 D Class B-2 Units 19.1 0 I By Tempo Management, LLC 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 2024-07-05