| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CWAN | Class C Common Stock | Conversion of derivative security | -5.26M | -16.09% | 27.4M | Mar 11, 2024 | See Footnotes | F1, F2, F3, F4, F5, F7 | ||
| transaction | CWAN | Class D Common Stock | Conversion of derivative security | -11M | -33.74% | 21.6M | Mar 11, 2024 | See Footnotes | F1, F2, F3, F4, F5, F7, F8 | ||
| transaction | CWAN | Class A Common Stock | Conversion of derivative security | +16.3M | 16.3M | Mar 11, 2024 | See Footnotes | F1, F2, F3, F4, F5, F7 | |||
| transaction | CWAN | Class A Common Stock | Sale | -$275M | -16.3M | -100% | $16.90 | 0 | Mar 11, 2024 | See Footnotes | F3, F4, F5, F6, F7 |
| transaction | CWAN | Class C Common Stock | Other | -181K | -0.65% | 27.4M | Mar 11, 2024 | See Footnotes | F1, F2, F3, F4, F5, F7, F9 | ||
| transaction | CWAN | Class D Common Stock | Other | -256K | -1.17% | 21.6M | Mar 11, 2024 | See Footnotes | F1, F2, F3, F4, F5, F7, F9 |
| 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 | -5.26M | -16.09% | 27.4M | Mar 11, 2024 | Class A or Class D Common Stock | 5.26M | See Footnotes | F1, F2, F3, F4, F5, F7 | |||
| transaction | CWAN | CWAN Holdings LLC Interests | Other | -181K | -0.65% | 27.4M | Mar 11, 2024 | Class A or Class D Common Stock | 181K | See Footnotes | F1, F2, F3, F4, F5, F7, F9 |
| 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 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, 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) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 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 price to the underwriter of $16.90 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. |
| 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. |
| F8 | The reported amount also reflects a distribution and charitable contribution of 5,500 shares of Class D Common Stock by WCAS XII Associates LLC on December 29, 2023. |
| F9 | The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings. |
Form 2 of 2