Wcas XIII Carbon Analytics Acquisition, L.P. - Nov 13, 2024 Form 4 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role: 10%+ Owner
Signature: WCAS XIII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member
Stock symbol: CWAN
Transactions as of: Nov 13, 2024
Transactions value $: -$452,353,244
Form type: 4
Date filed: 11/13/2024, 05:37 PM
Previous filing: Jun 17, 2024

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		-8.83M	-33.73%		17.4M	Nov 13, 2024	See Footnotes	F1, F2, F3, F4, F6
transaction	CWAN	Class D Common Stock	Conversion of derivative security		-6.71M	-33.8%		13.1M	Nov 13, 2024	See Footnotes	F1, F2, F3, F4, F6
transaction	CWAN	Class A Common Stock	Conversion of derivative security		-15.5M	-50%		15.5M	Nov 13, 2024	See Footnotes	F1, F2, F3, F4, F6
transaction	CWAN	Class C Common Stock	Sale	-$452M	-15.5M	-100%	$29.11	0	Nov 13, 2024	See Footnotes	F2, F3, F4, F5, F6

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		-8.83M	-33.73%		17.4M	Nov 13, 2024	Class A or Class C Common Stock	8.83M		See Footnotes	F1, F2, F3, F4, F6

* 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 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.
F2	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.
F3	Includes 16,048,336 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,054,717 shares of Class C Common Stock directly held by WCAS GP CW LLC and 12,956,360 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). Additionally, 250,882 shares of Class C Common Stock and 176,293 shares of Class D Common Stock are directly held by WCAS XIII Associates LLC, which were received in distributions, for no consideration, by the WCAS Entities, through the date of this Form 4. The holdings by the WCAS Entities reflected in this Footnote 3 give effect to these distributions.
F4	The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, 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.
F5	This amount represents a price to the underwriter of $29.11 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.
F6	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.