Thomas M. Siebel - Feb 1, 2023 Form 4 Insider Report for C3.ai, Inc. (AI)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Eric Jensen, Attorney-in-Fact
Stock symbol: AI
Transactions as of: Feb 1, 2023
Transactions value $: -$425,470
Form type: 4
Date filed: 2/3/2023, 04:22 PM
Previous filing: Dec 12, 2022
Next filing: May 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AI	Class A Common Stock	Options Exercise		+53.1K	+3.02%		1.81M	Feb 1, 2023	Direct	F1
transaction	AI	Class A Common Stock	Tax liability	-$425K	-19.6K	-1.08%	$21.68	1.79M	Feb 1, 2023	Direct
transaction	AI	Class A Common Stock	Gift	$0	-33.5K	-1.87%	$0.00	1.76M	Feb 2, 2023	Direct
transaction	AI	Class A Common Stock	Gift	$0	+33.5K	+0.94%	$0.00	3.58M	Feb 2, 2023	See Footnote	F2
holding	AI	Class A Common Stock						9.22K	Feb 1, 2023	See Footnote	F3
holding	AI	Class A Common Stock						170K	Feb 1, 2023	See Footnote	F4
holding	AI	Class A Common Stock						72.7K	Feb 1, 2023	See Footnote	F5
holding	AI	Class A Common Stock						1.24M	Feb 1, 2023	See Footnote	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	AI	Restricted Stock Units	Options Exercise	$0	-53.1K	-7.14%	$0.00	691K	Feb 1, 2023	Class A Common Stock	53.1K		Direct	F1, F7
transaction	AI	Class B Common Stock	Gift	$0	-6.61K	-100%	$0.00^*	0	Dec 20, 2022	Class A Common Stock	6.61K		See Footnote	F8, F9, F10
transaction	AI	Class B Common Stock	Gift	$0	-6.61K	-100%	$0.00^*	0	Dec 20, 2022	Class A Common Stock	6.61K		See Footnote	F8, F9, F11
transaction	AI	Class B Common Stock	Gift	$0	+13.2K	+0.64%	$0.00	2.07M	Dec 20, 2022	Class A Common Stock	13.2K		See Footnote	F2, F8, F12
holding	AI	Class B Common Stock						500K	Feb 1, 2023	Class A Common Stock	500K		See Footnote	F3, F8

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

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F2	The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
F3	The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
F4	The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
F5	The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
F6	The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
F7	6.25% of each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
F8	Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.
F9	On December 22, 2022, shares held by the annuity trust were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.
F10	The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee.
F11	The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee.
F12	On December 22, 2022, these shares that were held by the annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.