SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
__________________________________________
Alight, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
01626W101
(CUSIP Number)
Michael L. Gravelle
c/o Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 8, 2024
(Date of Event Which Requires Filing of this Statement)
_______________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| CUSIP No. 01626W101 | 13D | |||||||
| (1) | NAME OF REPORTING PERSONS Cannae Holdings, Inc. | ||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||
| (3) | SEC USE ONLY | ||||||||||
| (4) | SOURCE OF FUNDS OO | ||||||||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||
| (7) | SOLE VOTING POWER 0 | ||||||||||
| Number of Shares Beneficially Owned by | (8) | SHARED VOTING POWER 52,477,062* | |||||||||
| Each Reporting Person with | (9) | SOLE DISPOSITIVE POWER 0 | |||||||||
| (10) | SHARED DISPOSITIVE POWER 52,477,062* | ||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,477,062* | ||||||||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%* | ||||||||||
| (14) | TYPE OF REPORTING PERSON CO | ||||||||||
* Includes all shares of Common Stock beneficially owned by Cannae Holdings, LLC. See Item 5.
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| CUSIP No. 01626W101 | 13D | |||||||
| (1) | NAME OF REPORTING PERSONS Cannae Holdings, LLC | ||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||
| (3) | SEC USE ONLY | ||||||||||
| (4) | SOURCE OF FUNDS OO | ||||||||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||
| (7) | SOLE VOTING POWER 0 | ||||||||||
| Number of Shares Beneficially Owned by | (8) | SHARED VOTING POWER 52,477,062* | |||||||||
| Each Reporting Person with | (9) | SOLE DISPOSITIVE POWER 0 | |||||||||
| (10) | SHARED DISPOSITIVE POWER 52,477,062* | ||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,477,062* | ||||||||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%* | ||||||||||
| (14) | TYPE OF REPORTING PERSON OO | ||||||||||
* See Item 5.
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This Amendment No. 4 (“Amendment No. 4”) amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. and Cannae Holdings, LLC (each individually a “Reporting Person” and collectively, the “Reporting Persons”) on July 12, 2021 (and as amended from time to time, the “Schedule 13D”), and relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Alight, Inc. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.
On May 8, 2024, the Issuer filed its Quarterly Report on Form 10-Q and reported an increase in its total Class A Common Stock outstanding. As a result, the Reporting Persons ownership changed by more than one percent from its ownership reported in the Schedule 13D.
| Item 5. Interest in Securities of the Issuer. | ||
Item 5 of the Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 4, as of the date of this Amendment No. 4, are incorporated herein by reference. Information as of the date of this Amendment No. 4 with respect to the Schedule A Persons is set forth on Schedule A and is incorporated herein by reference.
The calculation in this Amendment No. 4 of the percentage of Class A Common Stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 550,348,057 shares of Class A Common Stock outstanding as of May 3, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on May 8, 2024.
(a) As of the date of this Amendment No. 4, the Reporting Persons beneficially owned an aggregate of 52,477,062 shares of Class A Common Stock, which represents approximately 9.5% of the outstanding Class A Common Stock and is comprised of 12,477,062 shares directly owned by CHL and 40,000,000 shares directly owned by Cannae Funding A, LLC (“CHA”). CHL and CHA are wholly-owned subsidiaries of CHI.
(b) As of the date of this Amendment No. 4, the number of shares of Class A Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows (7) through (10) of the cover pages of this Amendment No. 4 and is incorporated herein by reference.
(c) Neither the Reporting Persons, nor to their knowledge any of the Schedule A Persons, has effected any transactions in the Class A Common Stock during the past 60 days, other than as disclosed in Schedule A hereto, which is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: | May 10, 2024 | CANNAE HOLDINGS, INC. | |||||||||
| By: | /s/Michael L. Gravelle | ||||||||||
| Name: | Michael L. Gravelle | ||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||
| CANNAE HOLDINGS, LLC | |||||||||||
| By: | /s/Michael L. Gravelle | ||||||||||
| Name: | Michael L. Gravelle | ||||||||||
| Title: | Managing Director, General Counsel and Corporate Secretary | ||||||||||
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| SCHEDULE A | ||||||||||||||||||||||||||
| The name, business address, and present principal occupation or employment of each of the executive officers and directors of the Reporting Persons are set forth below. The citizenship of each such person is the United States, unless otherwise stated. | ||||||||||||||||||||||||||
| Cannae Holdings, Inc. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned (1) | Percentage Beneficially Owned (1) | ||||||||||||||||||||||
| William P. Foley II | Chief Executive Officer, Chief Investment Officer and Chairman of the Board of Directors of Cannae Holdings, Inc. | (2) | 12,679,741 (3) | 2.3 | % | |||||||||||||||||||||
| Douglas K. Ammerman | Director of Cannae Holdings, Inc. | (2) | — | |||||||||||||||||||||||
| David Aung | Investment Officer at the City of San Jose Office of Retirement Services | 1737 N. 1st St., Ste 600 San José, CA 95112 | — | |||||||||||||||||||||||
| Hugh R. Harris | Director of Cannae Holdings, Inc | (2) | 50,000 | Less than 1% | ||||||||||||||||||||||
| C. Malcolm Holland | Chief Executive Officer of Veritex Holdings, Inc. | 8215 Westchester Dr Ste 400 Dallas TX 75225 | 10,000 | Less than 1% | ||||||||||||||||||||||
| Mark D. Linehan | Chief Executive Officer of Wynmark Company | 1125 Vereda Del Ciervo, Goleta CA 93117 | — | |||||||||||||||||||||||
| Frank R. Martire | Founder and Partner of Bridgeport Partners | 220 Fifth Avenue, 18th Floor, New York, NY 10001 | — | |||||||||||||||||||||||
| Richard N. Massey | Director and Vice Chairman of the Board of Directors of Cannae Holdings, Inc. | (2) | 1,375,090 (4) | Less than 1% | ||||||||||||||||||||||
| Erika Meinhardt | Director of Cannae Holdings, Inc | (2) | 94,808 (5) | Less than 1% | ||||||||||||||||||||||
| Barry B. Moullet | Principal of BBM Executive Insights, LLC | 4017 S Atlantic Ave Ste 705 Smyrna Beach FL 32169 | — | |||||||||||||||||||||||
| James B. Stallings, Jr. | Managing Partner of PS27 Ventures, LLC | 7835 Bayberry Rd Jacksonville FL 32256 | — | |||||||||||||||||||||||
| Frank P. Willey | Partner at Hennelly & Grossfeld, LLP | 10900 Wilshire Blvd, Ste400 Los Angeles, CA 90024 | 25,000 (6) | Less than 1% | ||||||||||||||||||||||
| Ryan R. Caswell | President of Cannae Holdings, Inc. | (2) | 178,670 | Less than 1% | ||||||||||||||||||||||
| Bryan D. Coy | Executive Vice President and Chief Financial Officer of Cannae Holdings, Inc. | (2) | 128,743 | Less than 1% | ||||||||||||||||||||||
| Michael L. Gravelle | Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. | (2) | — | |||||||||||||||||||||||
| Peter T. Sadowski | Executive Vice President and Chief Legal Officer of Cannae Holdings, Inc. | (2) | 25,000 (7) | Less than 1% | ||||||||||||||||||||||
(1) To the best of the Reporting Persons’ knowledge. Based on the calculation as described in Item 5 of this Schedule 13D.
(2) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134
(3) Reflects 9,708 shares issued to Mr. Foley on March 29, 2024, for his quarterly award of shares elected in lieu of cash retainer for services as a member of the board of directors of Alight and granted pursuant to the Issuer’s 2021 Omnibus Incentive Plan.
(4) Reflects 2,284 shares issued to Mr. Massey on March 29, 2024, for his quarterly award of shares elected in lieu of cash retainer for services as a member of the board of directors of Alight and granted pursuant to the Issuer’s 2021 Omnibus Incentive Plan.
(5) Reflects 2,157 shares issued to Ms. Meinhardt on March 29, 2024, for her quarterly award of shares elected in lieu of cash retainer for services as a member of the board of directors of Alight and granted pursuant to the Issuer’s 2021 Omnibus Incentive Plan.
(6) Reflects 25,000 shares held by the Willey Living Trust.
(7) Reflects 25,000 shares held by the Peter T. Sadowski Trust.
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| Cannae Holdings, LLC. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned | Percentage Beneficially Owned | ||||||||||||||||||||||
| William P. Foley II | Senior Managing Director, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Ryan R. Caswell | Managing Director and President, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Bryan D. Coy | Managing Director and Chief Finance Officer, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Michael L. Gravelle | Managing Director, General Counsel and Corporate Secretary, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Cannae Holdings, Inc. (1) | Managing Member, Cannae Holdings, LLC | (3) | (1) | (1) | ||||||||||||||||||||||
(1) Cannae Holdings, Inc., a Delaware corporation, is the Managing Member of Cannae Holdings, LLC. See above and Item 5 of this Schedule 13D.
(2) See table for “Cannae Holdings, Inc.” in this Schedule A.
(3) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
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