Galibier Purchaser, LLC - Sep 23, 2021 Form 3 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role: Director, 10%+ Owner
Signature: /s/ Justin Herridge By: Justin Herridge, Manager
Stock symbol: CWAN
Transactions as of: Sep 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/23/2021, 09:23 PM
Next filing: Nov 13, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CWAN	Class D Common Stock							Sep 23, 2021	Class A Common Stock	33.2M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of the Issuer's Class D common stock ("Class D Common Stock") have ten votes per share and may be exchanged at any time, at the option of the holder, for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer's common stock and (ii) the date that is seven years following the closing of the Issuer's initial public offering.
F2	Galibier Purchaser, LLC, is the direct holder of 33,222,826 shares of Class D Common Stock. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together with Galibier Holdings LP, Galibier Holdings GP, LLC and Gali SCSp, the "Permira Entities").
F3	The other Permira Entities may be deemed to share voting and dispositive power over the Class D Common Stock held by Galibier Purchaser, LLC, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

Andrew Young is affiliated with the Reporting Persons and currently serves on the board of directors of the Issuer as the Reporting Persons' representative, and therefore the Reporting Persons may be deemed a "director by deputization" of the Issuer.