Alphonse Valbrune - Feb 20, 2023 Form 4 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role: Chief Legal Officer
Signature: /s/ Alphonse Valbrune
Stock symbol: CWAN
Transactions as of: Feb 20, 2023
Transactions value $: -$172,061
Form type: 4
Date filed: 2/22/2023, 05:24 PM
Previous filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CWAN	Class A Common Stock	Options Exercise	$0	+29.9K	+170.99%	$0.00	47.4K	Feb 21, 2023	Direct	F1, F2
transaction	CWAN	Class A Common Stock	Tax liability	-$172K	-9K	-18.99%	$19.12	38.4K	Feb 21, 2023	Direct	F3

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	Restricted Stock Unit	Award	$0	+75K		$0.00	75K	Feb 20, 2023	Class A Common Stock	75K		Direct	F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	The Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on September 24, 2021. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2022.
F2	Includes 495 shares of Class A Common Stock purchased on November 30, 2022, as part of the Issuer's Employee Stock Purchase Plan. In accordance with the Plan, these shares were purchased at a price equal to 85% of the lower of the closing price of the Issuer's Class A Common Stock on June 1, 2022, or November 30, 2022 in transactions exempted by Rule 16b-3(c) and/or Rule 16b-3(d).
F3	The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of Performance Stock Units. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.
F4	Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock.
F5	The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023
F6	This represents the unvested portion of the RSUs granted on February 20, 2023 and does not include other RSUs with different grant dates or vesting terms.