Alight Inc.

01/17/2025 | Press release | Distributed by Public on 01/17/2025 16:55

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sturrus Robert
2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2025 		3. Issuer Name and Ticker or Trading Symbol
Alight, Inc. / Delaware [ALIT]
(Last) (First) (Middle)
C/O ALIGHT, INC., 320 SOUTH CANAL STREET, SUITE 5000 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Client Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CHICAGO, IL 60606 		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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 36,774(1) D
Class V Common Stock(2) 10,384 I By Tempo Management, LLC
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units(3) (3) (3) Class A Common Stock 10,384 (3) I By Tempo Management, LLC
Class B-1 Common Stock(4) (4) (4) Class A Common Stock 10,119 (4) D
Class B-2 Common Stock(5) (5) (5) Class A Common Stock 10,119 (5) D
Class B-1 Units(6) (3)(6) (3)(6) Class A Common Stock 337 (3)(6) I By Tempo Management, LLC
Class B-2 Units(6) (3)(6) (3)(6) Class A Common Stock 337 (3)(6) I By Tempo Management, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sturrus Robert
C/O ALIGHT, INC.
320 SOUTH CANAL STREET, SUITE 5000
CHICAGO, IL 60606 		Chief Client Officer

Signatures

/s/ John A. Mikowski, Deputy General Counsel and Assistant Corporate Secretary, as Attorney-in-Fact 01/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes restricted stock units scheduled to vest in the future.
(2) 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 with 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 person 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.
(3) Class A Units of Alight Holdings ("Class A Units") have no voting rights but are entitled to share in the profits and losses of Alight Holdings. Class A Units held by the reporting person can be exchanged, up to once per calendar quarter, 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.
(4) Shares of Class B-1 common stock do not represent economic interests in the Issuer, except for participation together with the 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 with 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.
(5) Shares of Class B-2 common stock do not represent economic interests in the Issuer, except for participation together with the 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 with 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.
(6) Class B Units will not be entitled to share in any profits or losses of Alight Holdings and will have no voting 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.