Sec Form 4 Filing - Scholl Stephan @ Alight, Inc. / Delaware - 2021-12-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Scholl Stephan
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ALIGHT, INC., 4 OVERLOOK POINT
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
LINCOLNSHIRE, IL60069-4337
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/14/2021 M( 1 )( 2 ) 145,000 A $ 11.5 5,983,895( 3 ) D
Class A Common Stock 12/14/2021 F( 4 ) 107,300 D 5,876,595( 3 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants to purchase Class A Common Stock $ 11.5 12/14/2021 M 145,000 08/02/2021 07/02/2026 Class A Common Stock 145,000 $ 2.21( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scholl Stephan
C/O ALIGHT, INC.
4 OVERLOOK POINT
LINCOLNSHIRE, IL60069-4337
X Chief Executive Officer
Signatures
/s/ Paulette Dodson, General Counsel and Corporate Secretary, as Attorney-in-Fact 12/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person exercised warrants to purchase shares of the Issuer's Class A Common Stock. The warrants were exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, dated May 20, 2020, by and between Foley Transimene Acquisition Corp. (n/k/a Alight Group, Inc.)("FTAC") and Continental Stock Transfer Trust Company (the "Warrant Agent"), as amended by the Warrant Assumption Agreement, dated as of July 2, 2021 (together the "Warrant Agreement"), by and between the Issuer, FTAC and the Warrant Agent, following the Issuer's Notice of Redemption dated November 26, 2021. In the cashless exercise, under the terms of the Warrant Agreement, the reporting person received 0.26 shares per warrant exercised and the Issuer withheld 0.74 shares per warrant exercised.
( 2 )The exercise of warrants, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under rule 16b-3 of the Securities Exchange Act of 1934, as amended.
( 3 )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.
( 4 )Represents shares of Class A Common Stock withheld in connection with the cashless exercise.
( 5 )The reported price was the purchase price for the 46,000 warrants purchased and timely reported on August 20, 2021, but the remainder of the reported securities were acquired in connection with the Issuer's initial business combination and reflected in the reporting person's Form 3.

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.