SEC Form 3
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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1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2021
3. Issuer Name and Ticker or Trading Symbol
Alight Group, Inc. [ ALIT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 88,505 I See Footnotes(1)(6)(7)(19)
Class A common stock 332 I See Footnotes(2)(6)(7)(19)
Class A common stock 957 I See Footnotes(3)(6)(7)(19)
Class A common stock 10,206 I See Footnotes(4)(6)(7)(19)
Class A common stock 54,733,898 I See Footnotes(5)(6)(7)(19)
Class V common stock(8)(9) 48,395,456 I See Footnotes(1)(6)(7)(19)
Class V common stock(8)(9) 181,572 I See Footnotes(2)(6)(7)(19)
Class V common stock(8)(9) 523,291 I See Footnotes(3)(6)(7)(19)
Class V common stock(8)(9) 5,580,752 I See Footnotes(4)(6)(7)(19)
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: 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(9) (9) (9) Class A common stock 48,395,456 (9) I See Footnotes(1)(6)(7)(19)
Class A Units(9) (9) (9) Class A common stock 181,572 (9) I See Footnotes(2)(6)(7)(19)
Class A Units(9) (9) (9) Class A common stock 523,291 (9) I See Footnotes(3)(6)(7)(19)
Class A Units(9) (9) (9) Class A common stock 5,580,752 (9) I See Footnotes(4)(6)(7)(19)
Class B-1 common stock(10) (10) (10) Class A common stock 1,768,709 (10) I See Footnotes(5)(6)(7)(19)
Class B-1 Units(11) (9)(11) (9)(11) Class A common stock 1,566,744 (9)(11) I See Footnotes(1)(6)(7)(19)
Class B-1 Units(11) (9)(11) (9)(11) Class A common stock 5,878 (9)(11) I See Footnotes(2)(6)(7)(19)
Class B-1 Units(11) (9)(11) (9)(11) Class A common stock 16,941 (9)(11) I See Footnotes(3)(6)(7)(19)
Class B-1 Units(11) (9)(11) (9)(11) Class A common stock 180,670 (9)(11) I See Footnotes(4)(6)(7)(19)
Class B-2 common stock(12) (12) (12) Class A common stock 1,768,709 (12) I See Footnotes(5)(6)(7)(19)
Class B-2 Units(11) (9)(11) (9)(11) Class A common stock 1,566,744 (9)(11) I See Footnotes(1)(6)(7)(19)
Class B-2 Units(11) (9)(11) (9)(11) Class A common stock 5,878 (9)(11) I See Footnotes(2)(6)(7)(19)
Class B-2 Units(11) (9)(11) (9)(11) Class A common stock 16,941 (9)(11) I See Footnotes(3)(6)(7)(19)
Class B-2 Units(11) (9)(11) (9)(11) Class A common stock 180,670 (9)(11) I See Footnotes(4)(6)(7)(19)
Class Z-A common stock(13) (13) (13) Class A common stock 1,955,285 (13) I See Footnotes(5)(6)(7)(19)
Class Z-A Units(14)(15)(16) (9)(14)(15)(16) (9)(14)(15)(16) Class A common stock 1,732,015 (9)(14)(15)(16) I See Footnotes(1)(6)(7)(19)
Class Z-A Units(14)(15)(16) (9)(14)(15)(16) (9)(14)(15)(16) Class A common stock 6,498 (9)(14)(15)(16) I See Footnotes(2)(6)(7)(19)
Class Z-A Units(14)(15)(16) (9)(14)(15)(16) (9)(14)(15)(16) Class A common stock 18,728 (9)(14)(15)(16) I See Footnotes(3)(6)(7)(19)
Class Z-A Units(14)(15)(16) (9)(14)(15)(16) (9)(14)(15)(16) Class A common stock 199,728 (9)(14)(15)(16) I See Footnotes(4)(6)(7)(19)
Class Z-B-1 common stock(17) (10)(17) (10)(17) Class A common stock 106,303 (10)(17) I See Footnotes(5)(6)(7)(19)
Class Z-B-1 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 94,164 (9)(11)(14)(15)(16) I See Footnotes(1)(6)(7)(19)
Class Z-B-1 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 353 (9)(11)(14)(15)(16) I See Footnotes(2)(6)(7)(19)
Class Z-B-1 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 1,018 (9)(11)(14)(15)(16) I See Footnotes(3)(6)(7)(19)
Class Z-B-1 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 10,859 (9)(11)(14)(15)(16) I See Footnotes(4)(6)(7)(19)
Class Z-B-2 common stock(18) (12)(18) (12)(18) Class A common stock 106,303 (12)(18) I See Footnotes(5)(6)(7)(19)
Class Z-B-2 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 94,164 (9)(11)(14)(15)(16) I See Footnotes(1)(6)(7)(19)
Class Z-B-2 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 353 (9)(11)(14)(15)(16) I See Footnotes(2)(6)(7)(19)
Class Z-B-2 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 1,018 (9)(11)(14)(15)(16) I See Footnotes(3)(6)(7)(19)
Class Z-B-2 Units(14)(15)(16) (9)(11)(14)(15)(16) (9)(11)(14)(15)(16) Class A common stock 10,859 (9)(11)(14)(15)(16) I See Footnotes(4)(6)(7)(19)
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP Management L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCP VII Side-by-Side GP NQ L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BTAS Associates-NQ L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Inc

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities directly held by Blackstone Capital Partners VII NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
2. Reflects securities directly held by BCP VII SBS Holdings L.L.C., the sole member of which is Blackstone Side-by-Side Umbrella Partnership L.P., the general partner of which is Blackstone Side-by-Side Umbrella GP L.L.C., the sole member of which is Blackstone Holdings III L.P., the general partner of which is Blackstone Holdings III GP L.P., the general partner of which is Blackstone Holdings III GP Management L.L.C.
3. Reflects securities directly held by Blackstone Family Investment Partnership VII - ESC NQ L.P., the general partner of which is BCP VII Side-by-Side GP NQ L.L.C., the sole member of which is Blackstone Holdings II L.P.
4. Reflects securities directly held by BTAS NQ Holdings L.L.C., the managing member of which is BTAS Associates-NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
5. Reflects securities directly held by Blackstone Capital Partners VII (IPO) NQ L.P., the general partner of which is Blackstone Management Associates VII NQ L.L.C., the sole member of which is BMA VII NQ L.L.C., the managing member of which is Blackstone Holdings II L.P.
6. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The Blackstone Group Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
7. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
8. 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 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 of Alight Holding Company, LLC ("Alight Holdings") that are held by the reporting persons 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.
9. Class A Units of Alight Holdings ("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 (and in the case of the Blackstone entities described herein, twice per calendar quarter in the aggregate), 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.
10. Shares of Class B-1 common stock do not represent economic interests in the issuer, except for participation together with 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 will 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.
11. 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.
12. Shares of Class B-2 common stock do not represent economic interests in the issuer, except for participation together with 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 will 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.
13. Class Z-A common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation), (i) vest and be converted into an equivalent portion of Class A common stock in the event the corollary unvested shares of Class A common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class A common stock vest pursuant to the terms of an applicable award agreement.
14. 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.
15. Only if and when an applicable vesting event has occurred with respect to a whole Class Z-A Unit or Class Z-B Unit, the unit will automatically convert into a Class A or Class B Unit, as applicable, at which time such units will be entitled to all of the benefits of those Class A Units or Class B Units.
16. In addition, (x) each Class Z-A Unit that converts into a Class A Unit will entitle the holder to receive the aggregate amount of any distributions declared on the Class A Units since the closing date (a "Distribution Catch-Up Payment") and (y) if a Class B vesting event occurs resulting in the conversion of any unvested Class B consideration into unvested Class A consideration because such consideration remains unvested under the terms of a management award agreement, such management holder will not be entitled to a Distribution Catch-Up Payment upon the conversion event and, if and when such unvested Class A consideration is forfeited (triggering the vesting and conversion of the corresponding Class Z consideration), the Distribution Catch-Up Payment will be paid to the converting holders of Class Z Units.
17. Shares of Class Z-B-1 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-1 common stock in the event the corollary unvested shares of Class B-1 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-1 common stock vest pursuant to the terms of an applicable award agreement.
18. Shares of Class Z-B-2 common stock will, with respect to each holder's applicable portion thereof (as determined pursuant to the issuer's certificate of incorporation) (i) vest and be converted into an equivalent portion of Class B-2 common stock in the event the corollary unvested shares of Class B-2 common stock held by issuer's management are forfeited pursuant to an applicable award agreement or (ii) be forfeited for no consideration in the event that such corollary shares of Class B-2 common stock vest pursuant to the terms of an applicable award agreement.
19. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
BLACKSTONE HOLDINGS III GP L.P. By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
BCP VII SIDE-BY-SIDE GP NQ L.L.C. By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 07/12/2021
BTAS ASSOCIATES-NQ L.L.C. By: Blackstone Holdings II L.P., its managing member By: Blackstone Holdings I/II GP L.L.C., its general partner, /s/ Tabea Hsi, Senior Managing Director 07/12/2021
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
THE BLACKSTONE GROUP INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 07/12/2021
/s/ Stephen A. Schwarzman 07/12/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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