Stephen Ward Jr - Sep 27, 2022 Form 4 Insider Report for C3.ai, Inc. (AI)

Role: Director
Signature: /s/ Eric Jensen, Attorney-in-Fact
Stock symbol: AI
Transactions as of: Sep 27, 2022
Transactions value $: -$282
Form type: 4
Date filed: 9/29/2022, 08:23 PM
Previous filing: Jul 21, 2022
Next filing: Oct 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AI	Class A Common Stock	Options Exercise	$161K	+78.9K	+16.44%	$2.04^*	559K	Sep 27, 2022	Direct
transaction	AI	Class A Common Stock	Sale	-$161K	-12.5K	-2.24%	$12.90	546K	Sep 27, 2022	Direct	F1

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	AI	Stock Option (Right to Buy)	Options Exercise	$0	-78.9K	-94.25%	$0.00	4.81K	Sep 27, 2022	Class A Common Stock	78.9K	$2.04	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents weighted average sales price. The shares were sold at prices ranging from $12.83 to $12.96. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F2	Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Content

Represents weighted average sales price. The shares were sold at prices ranging from $12.83 to $12.96. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.