Wcas XII Carbon Analytics Acquisition, L.P. - Sep 23, 2021 Form 3 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role
10%+ Owner
Signature
WCAS XII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member
Stock symbol
CWAN
Transactions as of
Sep 23, 2021
Transactions value $
$0
Form type
3
Date filed
9/23/2021, 09:49 PM
Next filing
Mar 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CWAN Class C Common Stock 47.4M Sep 23, 2021 See footnotes F1, F2, F3, F4, F5
holding CWAN Class D Common Stock 63.6M Sep 23, 2021 See footnotes F3, F4, F5

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 CWAN Holdings LLC Interests Sep 23, 2021 Class D Common Stock 63.6M See footnotes F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class C 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 C Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of CWAN Holdings LLC Interests ("LLC Interests") that are held by the Reporting Person and reported in Table II hereof, an equal number of the reported shares of the Issuer's Class C Common Stock will be transferred to the Issuer and cancelled for no consideration.
F2 Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings, the Reporting Person may exchange all or a portion of such person's LLC Interests (together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.
F3 Upon the earlier of (i) the date that affiliates of Welsh Carson own less than 5% of the Issuer's common stock and (ii) the seventh anniversary of the closing of the Issuer's initial public offering, each share of Class D Common Stock will automatically convert into a share of Class A Common Stock and each share of Class C Common Stock will automatically convert into a share of Class B Common Stock of the Issuer, each of which is entitled to one vote per share. Thereafter, an exchange of the Reporting Person's LLC Interests will be for Class A Common Stock and the surrender for no consideration of non-economic voting stock in connection with such exchange will be with respect to Class B Common Stock held by the Reporting Person.
F4 Includes 21,189,927 shares of Class C Common Stock held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock held by WCAS GP CW LLC, 15,098,470 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 6,520,137 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 946,180 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 6,557,817 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 14,677,126 shares of Class D Common Stock held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
F5 The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares.

Remarks:

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