Large owner Wcas Xiii Carbon Analytics Acquisition, L.P. converted options into 16,207,214 shares, sold $340,289,625 worth of shares (14,137,500 units at $24.07) and converted options into 2,751,142 units of Class B Common Stock (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) 06/12/2025 | ||||||||||||||||||||||||||
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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 C Common Stock(1) | 06/12/2025 | C | 8,035,688 | D | (1)(2) | 2,751,142 | I | See Footnotes(3)(4)(6) | ||
| Class D Common Stock(1) | 06/12/2025 | C | 6,101,812 | D | (1)(2) | 2,069,714 | I | See Footnotes(3)(4)(6) | ||
| Class A Common Stock | 06/12/2025 | C | 14,137,500 | A | (1)(2) | 14,137,500 | I | See Footnotes(3)(4)(6) | ||
| Class A Common Stock | 06/12/2025 | S | 14,137,500(5) | D | $24.07 | 0 | I | See Footnotes(3)(4)(6) | ||
| Class C Common Stock(1) | 06/12/2025 | C | 2,751,142 | D | (7)(8) | 0 | I | See Footnotes(6)(7)(8) | ||
| Class D Common Stock(1) | 06/12/2025 | C | 2,069,714 | D | (7)(8) | 0 | I | See Footnotes(6)(7)(8) | ||
| Class B Common Stock | 06/12/2025 | C | 2,751,142 | A | (7)(8) | 2,751,142 | I | See Footnotes(6)(7)(8) | ||
| Class A Common Stock | 06/12/2025 | C | 2,069,714 | A | (7)(8) | 2,069,714 | I | See Footnotes(6)(7)(8) | ||
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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 | ||||||||
| CWAN Holdings LLC Interests | (1)(2) | 06/12/2024 | C | 8,035,688 | (1)(2) | (1)(2) | Class A or Class D Common Stock(2) | 8,035,688 | (1)(2) | 2,751,142 | I | See Footnotes(3)(4)(6) | |||
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. Upon the earlier of (i) the date that affiliates of Welsh Carson own less than 5% of the Issuer's common stock and (ii) the seventh anniversary of the closing of the Issuer's initial public offering, each share of Class D Common Stock will automatically convert into a share of Class A Common Stock and each share of Class C Common Stock will automatically convert into a share of Class B Common Stock of the Issuer, each of which is entitled to one vote per share. Thereafter, an exchange of the Reporting Person's LLC Interests will be for Class A Common Stock and the surrender for no consideration of non-economic voting stock in connection with such exchange will be with respect to Class B Common Stock held by the Reporting Person. |
| 2. Shares of Class C Common Stock do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class C Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. The Reporting Person may exchange all or a portion of such person's common units of CWAN Holdings, LLC ("LLC Interests") (together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for an equal number of newly issued shares of Class D Common Stock or Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date. |
| 3. Following the Rule 144 Sale (as defined below), 2,597,670 shares of Class C Common Stock were directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 153,472 shares of Class C Common Stock were directly held by WCAS GP CW LLC and 2,069,714 shares of Class D Common Stock were directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). |
| 4. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. |
| 5. The shares of Class A common stock in this line item were sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Rule 144 Sale"). |
| 6. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 7. Following the consummation of the Rule 144 Sale, affiliates of Welsh Carson owned less than 5% of the Issuer's common stock, as a result of which all outstanding shares of Class C Common Stock and Class D Common Stock automatically converted into shares of Class B Common Stock and Class A Common Stock of the Issuer, respectively (the "Conversion"). As a result of the Conversion, 2,335,196 shares of Class B Common Stock were directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 153,472 shares of Class B Common Stock were directly held by WCAS GP CW LLC and 1,885,283 shares of Class A Common Stock were directly held by WCAS XIII Carbon Investors, L.P. Additionally, 262,474 shares of Class B Common Stock and 184,431 shares of Class A Common Stock were directly held by WCAS XIII Associates LLC, which were received in distributions, for no consideration, by the WCAS Entities immediately following the Conversion. |
| 8. (Continued from footnote 7) The holdings by the WCAS Entities reflected in this Footnote 7 give effect to these distributions. |
| WCAS XIII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jennifer Martin, Managing Member | 06/12/2025 | |
| WCAS GP CW LLC, By: WCAS XIII Associates LLC, its managing member /s/ Jennifer Martin, Managing Member | 06/12/2025 | |
| WCAS XIII CARBON INVESTORS, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jennifer Martin, Managing Member | 06/12/2025 | |
| WCAS XIII ASSOCIATES LLC, By: /s/ Jennifer Martin, Managing Member | 06/12/2025 | |
| ** 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. | ||