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
Jun 20, 2023
Transactions value $
-$159,500,000
Form type
4
Date filed
6/20/2023, 07:49 PM
Previous filing
Mar 31, 2023
Next filing
Nov 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWAN Class C Common Stock Conversion of derivative security -3.22M -7.56% 39.3M Jun 20, 2023 See Footnotes F1, F2, F3, F4, F5, F7
transaction CWAN Class D Common Stock Conversion of derivative security -6.78M -12.68% 46.7M Jun 20, 2023 See Footnotes F1, F2, F3, F4, F5, F7
transaction CWAN Class A Common Stock Conversion of derivative security +10M 10M Jun 20, 2023 See Footnotes F1, F2, F3, F4, F5, F7
transaction CWAN Class A Common Stock Sale -$160M -10M -100% $15.95 0 Jun 20, 2023 See Footnotes F3, F4, F5, F6, F7

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
transaction CWAN CWAN Holdings LLC Interests Conversion of derivative security -3.22M -7.56% 39.3M Jun 20, 2023 Class A or Class D Common Stock 3.22M See Footnotes F1, F2, F3, F4, F5, F7
* 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. The Reporting Person may exchange all or a portion of such person's common units of CWAN Holdings, LLC ("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 or Class A 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.
F2 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.
F3 Includes 12,703,165 shares of Class C Common Stock directly held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock directly held by WCAS GP CW LLC, 9,051,393 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 3,908,762 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 567,226 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 3,931,351 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 8,798,802 shares of Class D Common Stock directly held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
F4 (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 446,391 shares of Class C Common Stock and (b) 345,827 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 530 shares of Class C Common Stock and (b) 286,210 shares of Class D Common Stock, which were received in two distributions, for no consideration, by the WCAS Entities, the first of which were reported on a Form 4 filed with the SEC by the Reporting Persons on March 31, 2023. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions.
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.
F6 This amount represents a public offering price of $16.05 per share of Class A Common Stock less an underwriting discount of $0.10 per share for shares sold in an underwritten public offering.
F7 Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.