Chief Executive Officer Sahai Sandeep converted options into 307,857 shares and covered exercise/tax liability with 133,726 shares, increasing direct ownership by 39% to 615,855 units (SEC Form 4)
$CWAN
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/31/2024 | M | 12,538 | A | $0.00 | 454,262 | D | |||
| Class A Common Stock | 12/31/2024 | F | 5,655(1) | D | $27.52 | 448,607 | D | |||
| Class A Common Stock | 01/01/2025 | M | 201,458 | A | $0.00 | 650,065 | D | |||
| Class A Common Stock | 01/01/2025 | F | 85,739(1) | D | $27.52 | 564,326 | D | |||
| Class A Common Stock | 01/01/2025 | M | 93,861 | A | $0.00 | 658,187 | D | |||
| Class A Common Stock | 01/01/2025 | F | 42,332(1) | D | $27.52 | 615,855 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | $0.00 | 12/31/2024 | M | 12,538 | (2) | 02/28/2034 | Class A Common Stock | 12,538 | $0.00 | 150,462(3) | D | ||||
| Restricted Stock Unit | $0.00 | 01/01/2025 | M | 201,458 | (4) | 01/01/2033 | Class A Common Stock | 201,458 | $0.00 | 402,915(5) | D | ||||
| Restricted Stock Unit | $0.00 | 01/01/2025 | M | 93,861 | (6) | 01/01/2032 | Class A Common Stock | 93,861 | $0.00 | 93,861(7) | D | ||||
| Explanation of Responses: |
| 1. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person. |
| 2. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date. |
| 3. This represents the unvested portion of the RSUs granted on February 28, 2024 and does not include other RSUs with different grant dates or vesting terms. |
| 4. 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 |
| 5. 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. |
| 6. 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-2022 |
| 7. This represents the unvested portion of the RSUs granted on September 24, 2021 and does not include other RSUs with different grant dates or vesting terms. |
| Remarks: |
| /s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai | 01/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||