Galibier Purchaser, LLC - 26 Aug 2024 Form 4/A - Amendment Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role: Director, 10%+ Owner
Signature: /s/ Cedric Pedoni, Authorized Person for Galibier Purchaser, LLC
Issuer symbol: CWAN
Transactions as of: 26 Aug 2024
Net transactions value: -$42,435,150
Form type: 4/A - Amendment
Filing time: 24 Sep 2024, 16:56:35 UTC
Date Of Original Report: 28 Aug 2024
Previous filing: 14 Jun 2024
Next filing: 15 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CWAN	Class A Common Stock	Options Exercise		+1,754,969			1,754,969	26 Aug 2024	See footnote	F1, F2
transaction	CWAN	Class A Common Stock	Sale	$42,435,150	-1,754,969	-100%	$24.18	0	26 Aug 2024	See footnote	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	CWAN	Class D Common Stock	Options Exercise	$0	-1,754,969	-8.7%	$0.000000	18,519,325	26 Aug 2024	Class A Common Stock	1,754,969		See footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Class D common stock ("Class D Common Stock") has ten votes per share and may be exchanged at any time, at the option of the holder, for shares of Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer's common stock and (ii) the date that is seven years following the closing of the Issuer's initial public offering.
F2	Galibier Purchaser, LLC is the record holder of the securities reported herein. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together, the "Permira Entities"). Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Galibier Purchaser, LLC. Each of them disclaim any such beneficial ownership except to the extent of its pecuniary interest therein.

Content

The Class D common stock ("Class D Common Stock") has ten votes per share and may be exchanged at any time, at the option of the holder, for shares of Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer's common stock and (ii) the date that is seven years following the closing of the Issuer's initial public offering.

Galibier Purchaser, LLC is the record holder of the securities reported herein. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together, the "Permira Entities"). Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Galibier Purchaser, LLC. Each of them disclaim any such beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

The original Form 4 filed by the reporting persons on August 28, 2024, incorrectly overstated the number of securities converted and sold by Galibier Purchaser, LLC. Those amounts are corrected herein.