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    Amendment: SEC Form SC 13G/A filed by Clearwater Analytics Holdings Inc.

    11/12/24 4:30:30 PM ET
    $CWAN
    Computer Software: Prepackaged Software
    Technology
    Get the next $CWAN alert in real time by email
    SC 13G/A 1 formsc13ga.htm

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Schedule 13G

    (Rule 13d-102)

     

    Information to be Included in Statements Filed Pursuant

    to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

    Pursuant to § 240.13d-2

     

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

     

    (Amendment No. 3)*

     

    Clearwater Analytics Holdings, Inc.

    (Name of Issuer)

     

    Class A Common Stock

    (Title of Class of Securities)

     

    185123106

    (CUSIP Number)

     

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐ Rule 13d-1(b)

    ☐ Rule 13d-1(c)

    ☒ Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     
    CUSIP No. 185123106Schedule 13GPage 2 of 10

     

    1

    Names of Reporting Persons

     

    Galibier Purchaser, LLC

    2

    Check the Appropriate Box if a Member of a Group

    (a) ☒

    (b) ☐

    3

    SEC Use Only

     

    4

    Citizenship or Place of Organization

     

    Delaware

    Number of Shares Beneficially Owned by Each Reporting Person With 5

    Sole Voting Power

     

    0

    6

    Shared Voting Power

     

    18,519,325

    7

    Sole Dispositive Power

     

    0

    8

    Shared Dispositive Power

     

    18,519,325

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    18,519,325

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

    11

    Percent of Class Represented by Amount in Row 9

     

    10.3%

    12

    Type of Reporting Person

     

    OO

     

     
    CUSIP No. 185123106Schedule 13GPage 3 of 10

     

    1

    Names of Reporting Persons

     

    Galibier Holdings, LP

    2

    Check the Appropriate Box if a Member of a Group

    (a) ☒

    (b) ☐

    3

    SEC Use Only

     

    4

    Citizenship or Place of Organization

     

    Delaware

    Number of Shares Beneficially Owned by Each Reporting Person With 5

    Sole Voting Power

     

    0

    6

    Shared Voting Power

     

    18,519,325

    7

    Sole Dispositive Power

     

    0

    8

    Shared Dispositive Power

     

    18,519,325

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    18,519,325

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

    11

    Percent of Class Represented by Amount in Row 9

     

    10.3%

    12

    Type of Reporting Person

     

    PN

     

     
    CUSIP No. 185123106Schedule 13GPage 4 of 10

     

    1

    Names of Reporting Persons

     

    Galibier Holdings GP, LLC

    2

    Check the Appropriate Box if a Member of a Group

    (a) ☒

    (b) ☐

    3

    SEC Use Only

     

    4

    Citizenship or Place of Organization

     

    Delaware

    Number of Shares Beneficially Owned by Each Reporting Person With 5

    Sole Voting Power

     

    0

    6

    Shared Voting Power

     

    18,519,325

    7

    Sole Dispositive Power

     

    0

    8

    Shared Dispositive Power

     

    18,519,325

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    18,519,325

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

    11

    Percent of Class Represented by Amount in Row 9

     

    10.3%

    12

    Type of Reporting Person

     

    OO

     

     
    CUSIP No. 185123106Schedule 13GPage 5 of 10

     

    1

    Names of Reporting Persons

     

    Gali SCSp

    2

    Check the Appropriate Box if a Member of a Group

    (a) ☒

    (b) ☐

    3

    SEC Use Only

     

    4

    Citizenship or Place of Organization

     

    Luxembourg

    Number of Shares Beneficially Owned by Each Reporting Person With 5

    Sole Voting Power

     

    0

    6

    Shared Voting Power

     

    18,519,325

    7

    Sole Dispositive Power

     

    0

    8

    Shared Dispositive Power

     

    18,519,325

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    18,519,325

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

    11

    Percent of Class Represented by Amount in Row 9

     

    10.3%

    12

    Type of Reporting Person

     

    PN

     

     
    CUSIP No. 185123106Schedule 13GPage 6 of 10

     

    1

    Names of Reporting Persons

     

    Permira VII GP S.a r.l.

    2

    Check the Appropriate Box if a Member of a Group

    (a) ☒

    (b) ☐

    3

    SEC Use Only

     

    4

    Citizenship or Place of Organization

     

    Luxembourg

    Number of Shares Beneficially Owned by Each Reporting Person With 5

    Sole Voting Power

     

    0

    6

    Shared Voting Power

     

    18,519,325

    7

    Sole Dispositive Power

     

    0

    8

    Shared Dispositive Power

     

    18,519,325

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    18,519,325

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

    11

    Percent of Class Represented by Amount in Row 9

     

    10.3%

    12

    Type of Reporting Person

     

    OO

     

     
    CUSIP No. 185123106Schedule 13GPage 7 of 10

     

    ITEM 1. (a)Name of Issuer:

     

    Clearwater Analytics Holdings, Inc. (the “Issuer”).

     

    (b)Address of Issuer’s Principal Executive Offices:

     

    777 W. Main Street, Suite 900, Boise, ID 83702

     

    ITEM 2.(a) Name of Person Filing:

     

    Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

     

    Galibier Purchaser, LLC

    Galibier Holdings, LP

    Galibier Holdings GP, LLC

    Gali SCSp

    Permira VII GP S.a r.l.

     

    (b)Address or Principal Business Office:

     

    The principal business address for each of the Reporting Persons is c/o Permira Luxembourg S.a r.l., 488, route de Longwy, L-1940 Luxembourg.

     

    (c)Citizenship of each Reporting Person is:

     

    Each of Galibier Purchaser, LLC, Galibier Holdings, LP and Galibier Holdings GP, LLC is organized under the laws of the State of Delaware.

     

    Each of Gali SCSp and Permira VII GP S.a r.l. is organized under the laws of Luxembourg.

     

    (d)Title of Class of Securities:

     

    Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).

     

    (e)CUSIP Number:

     

    185123106

     

    ITEM 3.

     

    Not applicable.

     

     
    CUSIP No. 185123106Schedule 13GPage 8 of 10

     

    ITEM 4.

    Ownership.

     

    (a-c)

     

    The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of September 30, 2024, based upon 160,483,489 shares of Class A Common Stock outstanding as of July 26, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024.

     

    Reporting Person 

    Amount

    beneficially

    owned

      

    Percent

    of class:

       Sole power to vote or to direct the vote:   Shared power to vote or to direct the vote:  

    Sole power to dispose or to direct the disposition

    of:

      

    Shared

    power to

    dispose or

    to direct

    the

    disposition

    of:

     
    Galibier Purchaser, LLC   

    18,519,325

        

    10.3

    %   0    

    18,519,325

        0    18,519,325 
    Galibier Holdings, LP   

    18,519,325

        

    10.3

    %   0    

    18,519,325

        0    

    18,519,325

     
    Galibier Holdings GP, LLC   

    18,519,325

        

    10.3

    %   0    

    18,519,325

        0    

    18,519,325

     
    Gali SCSp   

    18,519,325

        

    10.3

    %   0    

    18,519,325

        0    

    18,519,325

     
    Permira VII GP S.a r.l.   

    18,519,325

        

    10.3

    %   0    

    18,519,325

        0    

    18,519,325

     

     

    Galibier Purchaser, LLC may be deemed to be the beneficial owner of 18,519,325 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock that are convertible within 60 days of September 30, 2024.

     

    Permira VII GP S.a r.l. is the general partner of Gali SCSp, which is the sole member of Galibier Holdings GP, LLC, which is the general partner of Galibier Holdings, LP, which is the sole member of Galibier Purchaser, LLC. As a result, each of the foregoing entities may be deemed to share beneficial ownership over the securities reported herein.

     

    ITEM 5.Ownership of Five Percent or Less of a Class.

     

    Not applicable.

     

    ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

     

    Not applicable.

     

    ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

     

    Not applicable.

     

    ITEM 8.Identification and Classification of Members of the Group.

     

    See Exhibit 99.2.

     

    ITEM 9.Notice of Dissolution of Group.

     

    Not applicable.

     

    ITEM 10.Certification.

     

    Not applicable.

     

     
    CUSIP No. 185123106Schedule 13GPage 9 of 10

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: November 12, 2024

     

      Galibier Purchaser, LLC
         
      By: /s/ Cedric Pedoni
      Name: Cedric Pedoni
      Title: Authorized Person
         
      Galibier Holdings, LP
         
      By: Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP
         
      By: /s/ Cedric Pedoni
      Name: Cedric Pedoni
      Title: Authorized Person
         
      Galibier Holdings GP, LLC
         
      By: /s/ Cedric Pedoni
      Name: Cedric Pedoni
      Title: Authorized Person
         
      Gali SCSp
         
      By: Permira VII GP S.a r.l., general partner of Gali SCSp
         
      By: /s/ Cedric Pedoni
      Name: Cedric Pedoni
      Title: Authorized Person
         
      Permira VII GP S.a r.l.
         
      By: /s/ Cedric Pedoni
      Name: Cedric Pedoni
      Title: Authorized Person

     

     
    CUSIP No. 185123106Schedule 13GPage 10 of 10

     

    LIST OF EXHIBITS

     

    Exhibit No.   Description
         
    99.1   Joint Filing Agreement (previously filed).
         
    99.2   Identification and Classification of Members of the Group (previously filed).

     

     

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