| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CWAN | Class A Common Stock | Options Exercise | $0 | +93.8K | +2357.9% | $0.00 | 97.7K | Jun 28, 2022 | Direct | F1 |
| transaction | CWAN | Class A Common Stock | Tax liability | -$506K | -41.3K | -42.26% | $12.25 | 56.4K | Jun 28, 2022 | Direct | F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CWAN | Restricted Stock Units | Options Exercise | $0 | -93.8K | -25% | $0.00 | 281K | Jun 28, 2022 | Class A Common Stock | 281K | $0.00 | Direct | F4, F5 |
| Id | Content |
|---|---|
| F1 | On June 28, 2021, the Reporting Person received a grant of 375,000 restricted units which, upon vesting, would be settled in units of CWAN Holdings LLC Interests. The restricted units were subsequently converted into an equivalent number of restricted stock units ("RSU") in connection with the Issuer's IPO. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock. |
| F2 | The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. |
| F3 | This amendment is being filed to correct the Price of the Disposed Securities, which is $12.25. The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.09 to $12.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| F4 | The RSUs were granted on June 28, 2021, and vest in four equal annual installments beginning on and including June 28, 2022. |
| F5 | This represents the unvested portion of the RSUs granted on June 28, 2021 and does not include other RSUs with different vesting terms. |
President, Product and Technology