Lisa Ann Davis - Oct 5, 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: Oct 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/7/2022, 05:43 PM
Previous filing: Oct 3, 2022
Next filing: Dec 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AI	Class A Common Stock	Award	$0	+25.9K		$0.00	25.9K	Oct 5, 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)	Award	$0	+50.3K		$0.00	50.3K	Oct 5, 2022	Class A Common Stock	50.3K	$13.49	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. For so long as the Reporting Person remains a member of the Board, 5% of each RSU shall vest on the date of each of the four regularly scheduled quarterly meetings of the Board that occur each fiscal year of the Company provided (i) the Reporting Person attended in person such meeting of the Board, or (ii) there is an allowed absence. Any portion of the RSU eligible to vest upon a certain regularly scheduled quarterly meeting of the Board which the Reporting Person does not attend and for which there is not an allowed absence shall be forfeited without consideration on the date of such Board meeting.
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 October 5, 2022 (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 the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. For so long as the Reporting Person remains a member of the Board, 5% of each RSU shall vest on the date of each of the four regularly scheduled quarterly meetings of the Board that occur each fiscal year of the Company provided (i) the Reporting Person attended in person such meeting of the Board, or (ii) there is an allowed absence. Any portion of the RSU eligible to vest upon a certain regularly scheduled quarterly meeting of the Board which the Reporting Person does not attend and for which there is not an allowed absence shall be forfeited without consideration on the date of such Board meeting.

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 October 5, 2022 (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.