Jr. Stephen M. Ward - 30 May 2023 Form 4 Insider Report for C3.ai, Inc. (AI)

Role
Director
Signature
/s/ Eric Jensen, Attorney-in-Fact
Issuer symbol
AI
Transactions as of
30 May 2023
Net transactions value
-$4,553,874
Form type
4
Filing time
01 Jun 2023, 18:06:55 UTC
Previous filing
14 Nov 2022
Next filing
06 Oct 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AI Class A Common Stock Options Exercise $9,816 +4,812 +0.88% $2.04* 551,307 30 May 2023 Direct F1
transaction AI Class A Common Stock Options Exercise $259,853 +66,629 +12% $3.90* 617,936 30 May 2023 Direct F1
transaction AI Class A Common Stock Options Exercise $227,256 +48,559 +7.9% $4.68* 666,495 30 May 2023 Direct F1
transaction AI Class A Common Stock Sale $5,050,800 -120,000 -18% $42.09 546,495 30 May 2023 Direct F1, F2

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 -4,812 -100% $0.000000* 0 30 May 2023 Class A Common Stock 4,812 $2.04 Direct F1, F3
transaction AI Stock Option (Right to Buy) Options Exercise $0 -66,629 -75% $0.000000 22,205 30 May 2023 Class A Common Stock 66,629 $3.90 Direct F1, F4, F5
transaction AI Stock Option (Right to Buy) Options Exercise $0 -48,559 -24% $0.000000 155,373 30 May 2023 Class A Common Stock 48,559 $4.68 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 28, 2022.
F2 Represents weighted average sales price. The shares were sold at prices ranging from $42.00 to $42.02. 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.
F3 The option grant is fully vested.
F4 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 28, 2018 (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.
F5 Due to rounding in connection with the reverse stock split, the total shares include an additional share that was not originally reported on the Reporting Person's Form 3.
F6 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 17, 2019 (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.