KR Sridhar - Mar 3, 2023 Form 4 Insider Report for C3.ai, Inc. (AI)

Role: Director
Signature: /s/ Eric Jensen, Attorney-in-Fact
Stock symbol: AI
Transactions as of: Mar 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/7/2023, 08:47 PM
Previous filing: Mar 7, 2023
Next filing: Mar 17, 2023

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	+60.2K		$0.00	60.2K	Mar 3, 2023	Class A Common Stock	60.2K	$28.48	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Provided the Reporting Person remains a member of the Board and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing following the Grant Date until the five-year anniversary of the Grant Date of the option, 5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") following the Grant Date; provided, however, that 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 shares being referred to collectively as the "Suspended Shares"). A number of the Suspended Shares, if any, equal to 5% of the total shares subject to the option will vest on the date of each regularly scheduled meeting of the Board following the fifth anniversary of the Grant Date, in each case subject to the Reporting Person remaining a member of the Board through, and attending in person, such meeting.
F2	Notwithstanding the foregoing, if the Reporting Person fails to attend a meeting due (i) to significant medical issues related to themselves or a family member, (ii) personal or professional commitments made before the scheduling of such Board meeting and that were noted by the Reporting Person at the time of such scheduling, or (iii) other personal or professional circumstances deemed significant and unavoidable by the Chairman of the Board, the applicable Quarterly Shares will vest for such fiscal quarter and such Quarterly Shares will not become Suspended Shares.

Content

Provided the Reporting Person remains a member of the Board and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing following the Grant Date until the five-year anniversary of the Grant Date of the option, 5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") following the Grant Date; provided, however, that 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 shares being referred to collectively as the "Suspended Shares"). A number of the Suspended Shares, if any, equal to 5% of the total shares subject to the option will vest on the date of each regularly scheduled meeting of the Board following the fifth anniversary of the Grant Date, in each case subject to the Reporting Person remaining a member of the Board through, and attending in person, such meeting.

Notwithstanding the foregoing, if the Reporting Person fails to attend a meeting due (i) to significant medical issues related to themselves or a family member, (ii) personal or professional commitments made before the scheduling of such Board meeting and that were noted by the Reporting Person at the time of such scheduling, or (iii) other personal or professional circumstances deemed significant and unavoidable by the Chairman of the Board, the applicable Quarterly Shares will vest for such fiscal quarter and such Quarterly Shares will not become Suspended Shares.