SEC Form 4
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*
FOLEY WILLIAM P II

(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ ALIT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 06/30/2022 A 11,333(2) A (2) 5,103,782(3)(4) D(1)(7)
Class A common stock 07/01/2022 A 21,802(5) A $0.00 5,125,584(4) D(1)(7)
Class A common stock 6,833,304(6) I See notes(1)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
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 ("Bilcar"). The Reporting Person is the managing member of Trasimene Capital Management, LLC ("Trasimene Capital Management"). The Reporting Person is also the sole member of Trasimene Capital FT, LLC ("Trasimene GP"). Because of the relationships between the Reporting Person and Bilcar FT, LP, Bilcar FT, LLC, Trasimene Capital Management, LLC, and Trasimene GP, 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. Represents shares acquired pursuant to the Reporting Person's election to receive Class A common stock in lieu of cash compensation under the Issuer's 2021 Omnibus Incentive Plan. Quarterly award of Class A common stock elected in lieu of cash retainer of $76,500 for services as a member of the Board of Directors and granted pursuant to the issuer's 2021 Omnibus Incentive Plan. The number of shares granted was calculated by dividing the cash retainer by $6.75, the closing price of the issuer's ordinary shares on June 30, 2022 and rounding down to the next whole share.
3. Includes 4,821,093 shares of Class A common stock previously held through Trasimene Capital Management, which were distributed to the Reporting Person and are now directly owned.
4. Includes 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.
5. Represents restricted stock units granted for annual board service, pursuant to the issuer's Omnibus Incentive Plan, which are scheduled to vest on July 1, 2023.
6. Represents shares of Class A common stock of the Issuer directly held as follows: 6,661,426 by Bilcar, and 171,878 by Trasimene GP.
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:
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 07/05/2022
** 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).
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