Large owner Iconiq Strategic Partners V, L.P. disposed of 9,009,594 shares (SEC Form 4)
$ENFN
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
Enfusion, Inc. [ ENFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/21/2025 | ||||||||||||||||||||||||||
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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 | 04/21/2025 | J(1)(2)(3) | 538,887(4) | D | (2)(3)(4) | 0 | D(5)(6)(7) | |||
| Class A Common Stock | 04/21/2025 | J(1)(2)(3) | 722,707(4) | D | (2)(3)(4) | 0 | I(6)(7)(8) | By ICONIQ Strategic Partners V-B, L.P. | ||
| Class A Common Stock | 04/21/2025 | J(1)(2)(3) | 7,748,000(4) | D | (2)(3)(4) | 0 | I(6)(7)(9) | By ISP V-B EF LP | ||
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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 | ||||||||
| Common Units of Enfusion Ltd. LLC | (10) | 04/21/2025 | J(1)(2)(3) | 5,030,000(4) | (10) | (10) | Class A Common Stock | 5,030,000 | (2)(3)(4) | 0 | I(6)(7)(11) | By ISP V Main Fund EF LLC | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among Clearwater Analytics Holdings, Inc. (the "Parent"), Poseidon Acquirer, Inc., a direct, wholly-owned subsidiary of the Parent, Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of the Parent, Poseidon Merger Sub II, LLC, an indirect subsidiary of the Parent, Enfusion, Inc. ("Enfusion"), and Enfusion Ltd. LLC, a subsidiary of Enfusion. |
| 2. Under the terms of the Merger Agreement, each eligible share of Enfusion's Class A common stock, par value $0.001 per share (the "Common Stock") and each Common Unit of Enfusion Ltd. LLC (the "Common Units" and together with the shares of Common Stock, the "Eligible Shares"), issued and outstanding was converted into the right to receive, at the election of the holder of such Eligible Share, and subject to proration in accordance with the Merger Agreement: (i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of the Parent, par value $0.001 per share (the "Parent Common Stock") equal to the Per Share Parent Stock Amount (as defined in the Merger Agreement) (the "Per Share Mixed Consideration"); (ii) a number of shares of Parent Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration"); |
| 3. (Continued from footnote 2) or (iii) cash in an amount equal to the Aggregate Consideration Per Share (as defined in the Merger Agreement) (the "Per Share Cash Consideration"). |
| 4. Represents Eligible Shares, which were converted into the right to receive the merger consideration, at the election of the holder of such Eligible Share. |
| 5. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
| 6. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V, ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B") and ISP V-B EF LP ("ISP V-B EF"). ICONIQ V is the sole managing member of ISP V Main Fund EF LLC ("ISP V EF"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP. |
| 7. Each of ICONIQ V, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 8. The shares are held by ICONIQ V-B. |
| 9. The shares are held by ISP V-B EF. |
| 10. Common Units of Enfusion Ltd. LLC (the "Common Units") were exchangeable for shares of the Issuer's Class A common stock on a one-for-one basis and had no expiration date. Each Common Unit was represented by one share of Enfusion's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), which had no economic value and entitled holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally. Upon the automatic exchange of Common Units described in footnote (2) above, each corresponding share of Class B Common Stock was cancelled for no consideration. |
| 11. The shares are held by ISP V EF. |
| ICONIQ Strategic Partners V, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| ICONIQ Strategic Partners V-B, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| ISP V-B EF LP, ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| ISP V Main Fund EF LLC, By: ICONIQ Strategic Partners V, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 04/23/2025 | |
| /s/ Divesh Makan | 04/23/2025 | |
| /s/ William J.G. Griffith | 04/23/2025 | |
| /s/ Matthew Jacobson | 04/23/2025 | |
| ** 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. | ||