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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alight Group, Inc. [ ALIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A common stock | 07/02/2021 | M(3) | 23,197,500(3) | A | (3) | 23,297,500(4) | I | See notes(1)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B common stock | (2) | 07/02/2021 | D(2) | 2,577,500 | (2) | (2) | Class A common stock | 2,577,500 | (2) | 23,197,500 | I | See notes(1)(7) | |||
Class B common stock | (3) | 07/02/2021 | M(3) | 23,197,500 | (3) | (3) | Class A common stock | 23,197,500(3) | (3) | 0 | I | See notes(1)(7) | |||
Class C LLC Units | (5) | 07/02/2021 | A | 15,133,333(5) | (5) | (5) | Class A common stock | 15,133,333(6) | (5) | 15,133,333 | I | See notes(1)(7) |
Explanation of Responses: |
1. William P. Foley, II (the "Reporting Person") is the sole member of Bilcar FT, LLC, which, in turn, is the sole general partner of Bilcar FT, LP. The Reporting Person is also the sole member of Trasimene Capital FT, LLC, which, in turn, is the sole general partner of Trasimene Capital FT, LP. Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital FT, LP and Trasimene Capital FT, LLC, the Reporting Person may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. |
2. On July 2, 2021, immediately prior to the closing of the Business Combination (as defined below), Trasimene Capital FT, LP forfeited and surrendered to Foley Trasimene Acquisition Corp. ( "FTAC") 1,804,250 shares of FTAC Class B common stock and Bilcar FT, LP forfeited and surrendered to FTAC 773,250 shares of FTAC Class B common stock, in each case, for no consideration, pursuant to that certain Amended and Restated Sponsor Agreement, dated as of January 25, 2021, by and among FTAC , Alight, Inc. (the "Issuer"), Tempo Holding Company, LLC ( "Tempo"), Bilcar FT, LP, Trasimene Capital FT, LP, William P. Foley, II and certain other parties thereto (the "Sponsor Agreement"). |
3. On July 2, 2021, each share of Class B common stock of FTAC directly held by Bilcar FT, LP and Trasimene FT, LP automatically converted into one share of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") among FTAC, the Issuer and Tempo, pursuant to that certain Amended and Restated Business Combination Agreement, dated April 29, 2021, by and among the Issuer, FTAC and certain other parties thereto, as amended (the "Business Combination Agreement"). |
4. Represents shares of Class A common stock of the Issuer directly held following the Business Combination as follows: 100,000 by Mr. Foley; 16,238,250 by Trasimene Capital FT, LP; and 6,959,250 by Bilcar FT, LP. |
5. On July 2, 2021, in connection with the Business Combination, and pursuant to the Business Combination Agreement and the Sponsor Agreement, each of Bilcar FT, LP and Trasimene Capital FT, LP received Class C Units of Alight Holding Company, LLC, a subsidiary of the Issuer, in exchange for Class C shares of FTAC as the surviving corporation following the merger of a subsidiary of the Issuer with and into FTAC. Such Class C Units are exchangeable, at the election of Bilcar FT, LP and Trasimene Capital FT, LP, respectively, for either cash or shares of Class A common stock of the Issuer, as determined by the Issuer, in accordance with the limited liability company agreement of Alight Holding Company, LLC. |
6. Represents Class C LLC units of Alight Holding Company, LLC directly held following the Business Combination as follows: 10,593,333 by Foley Trasimene FT, LP and 4,540,000 by Bilcar FT, LP. |
7. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
Remarks: |
As of July 2, 2021, in connection with the consummation of the Business Combination, the Issuer became the successor issuer to FTAC, in each case, as defined in this report. |
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II | 07/07/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |