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

Role: Chief Technology Officer
Signature: /s/ Alphonse Valbrune, as Attorney-in-Fact for Souvik Das
Issuer symbol: CWAN
Transactions as of: 20 Feb 2023
Net transactions value: -$123,993
Form type: 4
Filing time: 22 Feb 2023, 17:42:11 UTC
Previous filing: 04 Jan 2023
Next filing: 17 Aug 2023
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	$0	+6,250	+59%	$0.000000	16,810	21 Feb 2023	Direct	F1, F2
transaction	CWAN	Class A Common Stock	Tax liability	$41,337	-2,162	-13%	$19.12	14,648	21 Feb 2023	Direct	F3
transaction	CWAN	Class A Common Stock	Options Exercise	$0	+12,500	+85%	$0.000000	27,148	21 Feb 2023	Direct	F3, F4
transaction	CWAN	Class A Common Stock	Tax liability	$82,656	-4,323	-16%	$19.12	22,825	21 Feb 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	+300,000		$0.000000	300,000	20 Feb 2023	Class A Common Stock	300,000		Direct	F5, F6, F7

* 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 302 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	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 March 18, 2022. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2022.
F5	Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock.
F6	The reported RSUs will vest in four 25% installments on each of the first four anniversaries of January 1, 2022 and will settle within thirty days of the applicable vesting date.
F7	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.