Warburg Pincus Llc - Aug 8, 2024 Form 4 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role
Director, 10%+ Owner
Signature
WARBURG PINCUS LLC, By: /s/ Harsha Marti, General Counsel & Managing Director
Stock symbol
CWAN
Transactions as of
Aug 8, 2024
Transactions value $
-$201,690,000
Form type
4
Date filed
8/12/2024, 09:20 PM
Previous filing
Jun 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWAN Class D Common Stock Options Exercise -9M -49.47% 9.19M Aug 8, 2024 See Footnotes F1, F2, F3
transaction CWAN Class A Common Stock Options Exercise +9M 9M Aug 8, 2024 See Footnotes F1, F2, F3
transaction CWAN Class A Common Stock Sale -$202M -9M -100% $22.41 0 Aug 8, 2024 See Footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 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.
F2 Reflects securities held directly by WP CA Holdco, L.P. ("WP Holdco"). The general partner of WP Holdco is WP CA Holdco GP, LLC ("WP Holdco GP"). The managing members of WP Holdco GP are Warburg Pincus (Callisto) Global Growth (Cayman), L.P. ("WP Callisto") and Warburg Pincus Financial Sector (Cayman), L.P. ("WP FS," and together with WP Callisto, the "Holdco GP Managers"). WP LLC is the manager of the Holdco GP Managers. Warburg Pincus (Cayman) Global Growth GP, L.P. ("WP GG Cayman GP") is the general partner of WP Callisto. Warburg Pincus (Cayman) Financial Sector GP, L.P. ("WP FS Cayman GP") is the general partner of WP FS. Warburg Pincus (Cayman) Global Growth GP LLC ("WP GG Cayman GP LLC") is the general partner of WP GG Cayman GP.
F3 Warburg Pincus (Cayman) Financial Sector GP LLC ("WP FS Cayman GP LLC") is the general partner of WP FS Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of each of WP GG Cayman GP LLC and WP FS Cayman GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman. Investment and voting decisions with respect to the Issuer's shares held by WP Holdco are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares.
F4 The reported shares of Class A common stock were sold by WP Holdco pursuant to Rule 144 under the Securities Act of 1933, as amended.

Remarks:

WP Holdco, WP Holdco GP, WP Callisto, WP FS, WP LLC, WP GG Cayman GP, WP FS Cayman GP, WP FS Cayman GP, WP GG Cayman GP LLC, WP FS Cayman GP LLC and WPP II Cayman and Warburg Pincus (Bermuda) Private Equity GP Ltd. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Defined Terms: "GP" refers to general partner. "MM" refers to managing member. "AS" refers to Authorised Signatory. "Warburg (Bermuda)" refers to Warburg Pincus (Bermuda) Private Equity GP Ltd. Form 2 of 2