Director Jones Lisa converted options into 10,334 shares and covered exercise/tax liability with 2,481 shares, increasing direct ownership by 42% to 26,584 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) 06/23/2025 | ||||||||||||||||||||||||||
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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 | 06/23/2025 | M | 10,334(1) | A | $0.00 | 29,065 | D | |||
| Class A Common Stock | 06/23/2025 | F | 2,481 | D | $21.65 | 26,584 | 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 | 06/23/2025 | M | 10,334 | 06/23/2025 | 06/11/2034 | Class A Common Stock | 10,334 | $0.00 | 0.00 | D | ||||
| Restricted Stock Unit | $0.00 | 06/23/2025 | A | 8,765 | (2) | 06/23/2035 | Class A Common Stock | 8,765 | $0.00 | 8,765 | D | ||||
| Restricted Stock Unit | $0.00 | 06/23/2025 | A | 6,574 | (3) | 06/23/2035 | Class A Common Stock | 6,574 | $0.00 | 15,339 | D | ||||
| Explanation of Responses: |
| 1. The Class A Common Stock represents shares acquired by the Reporting Person from the vesting of Restricted Stock Units ("RSUs") issued to the Reporting Person on June 11,2024. |
| 2. The reporting person was granted Restricted Stock Units representing contingent right to receive one share of Clearwater Analytics Holdings Inc. common stock for each RSU. The award will vest fully on the date of the next annual shareholder meeting, to be determined in the future. |
| 3. The reporting person was granted Restricted Stock Units representing contingent right to receive one share of Clearwater Analytics Holdings Inc. common stock for each RSU. The award will vest equally over 3 years beginning on June 23, 2025. |
| Remarks: |
| /s/ Alphonse Valbrune, as Attorney-in-Fact, for Lisa Jones | 06/25/2025 | |
| ** 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. | ||