SEC Form SC 13G/A filed by Clearwater Analytics Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Clearwater Analytics Holdings, Inc.
(Name of Issuer)
Class A common stock, par value $0.001 per share
(Title of Class of Securities)
185123106
(CUSIP Number)
December 31, 2023
(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 disclosures provided in a prior cover page. |
The information required on 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).
| 1. |
Names of Reporting Persons
WCAS XII Carbon Analytics Acquisition, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 shares of Class A Common Stock (“Class A Shares”) issuable in respect of (i) 32,684,156 CWAN Holdings LLC Interests (“LLC Interests”) (together with an equal number of shares of Class C Common Stock (“Class C Shares”)), and (ii) 32,577,359 shares of Class D Common Stock (“Class D Shares”). |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XIII Carbon Analytics Acquisition, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS GP CW LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XII Carbon Investors, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XIII Carbon Investors, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
Welsh, Carson, Anderson & Stowe XII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
Welsh, Carson, Anderson & Stowe XII Delaware, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
Welsh, Carson, Anderson & Stowe XII Cayman, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XII Associates Cayman, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XII Associates LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| 1. |
Names of Reporting Persons
WCAS XIII Associates LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(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
65,261,515 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,261,515 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,261,515(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 65,261,515 Class A Shares issuable in respect of (i) 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (ii) 32,577,359 Class D Shares. |
| (2) | Calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares. |
| Item 1(a). | Name of Issuer |
Clearwater Analytics Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
777 W. Main Street, Suite 900
Boise, ID 83702
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | WCAS XII Carbon Analytics Acquisition, L.P. |
| (ii) | WCAS XIII Carbon Analytics Acquisition, L.P. |
| (iii) | WCAS GP CW LLC |
| (iv) | WCAS XII Carbon Investors, L.P. |
| (v) | WCAS XIII Carbon Investors, L.P. |
| (vi) | Welsh, Carson, Anderson & Stowe XII, L.P. |
| (vii) | Welsh, Carson, Anderson & Stowe XII Delaware, L.P. |
| (viii) | Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. |
| (ix) | Welsh, Carson, Anderson & Stowe XII Cayman, L.P. |
| (x) | WCAS XII Associates Cayman, L.P. |
| (xi) | WCAS XII Associates LLC |
| (xii) | WCAS XIII Associates LLC |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
C/O Welsh, Carson, Anderson & Stowe
599 Lexington Avenue, 18th Floor
New York, New York 10022
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number |
185123106
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
LLC Interests are each convertible into one Class A Share or, if requested by a principal equity owner, one Class D Share. In connection with such conversion, an equal number of Class C Shares will be redeemed and cancelled for no consideration.
The Reported Securities include 5,440,548 LLC Interests (and corresponding Class C Shares) directly held by WCAS XII Carbon Analytics Acquisition, L.P.; 24,572,711 LLC Interests (and corresponding Class C Shares) directly held by WCAS XIII Carbon Analytics Acquisition, L.P.; 1,614,949 LLC Interests (and corresponding Class C Shares) directly held by WCAS GP CW LLC; 3,876,557 Class D Shares directly held by Welsh, Carson, Anderson & Stowe XII, L.P.; 1,674,056 Class D Shares directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P.; 242,933 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.; 1,683,730 Class D Shares directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P.; 3,768,377 Class D Shares directly held by WCAS XII Carbon Investors, L.P.; 19,838,373 Class D Shares directly held by WCAS XIII Carbon Investors, L.P.; 1,054,693 LLC Interests (and corresponding Class C Shares) and 817,091 Class D Shares directly held by WCAS XII Associates LLC; and 1,255 LLC Interests (and corresponding Class C Shares) and 676,242 Class D Shares directly held by WCAS XII Associates Cayman, L.P.
The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, 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.
All percentages reported herein are calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii) 82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares, which includes securities held by other entities party to the group whose members are named in Exhibit A hereto.
The Reporting Persons expressly disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders’ Agreement (as defined and described in Exhibit A hereto).
| 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 |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not applicable.
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.
Dated: February 14, 2024
| WCAS XII CARBON ANALYTICS ACQUISITION, L.P. | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. | ||
| By: WCAS XIII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS GP CW LLC | ||
| By: WCAS XIII Associates LLC, its managing member | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XII CARBON INVESTORS, L.P. | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XIII CARBON INVESTORS, L.P. | ||
| By: WCAS XIII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WELSH, CARSON, ANDERSON & STOWE XII, L.P. | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P. | ||
| By: WCAS XII Associates Cayman, L.P., its general partner | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P. | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P. | ||
| By: WCAS XII Associates Cayman, L.P., its general partner | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XII ASSOCIATES CAYMAN, L.P. | ||
| By: WCAS XII Associates LLC, its general partner | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XII ASSOCIATES LLC | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
| WCAS XIII ASSOCIATES LLC | ||
| /s/ Jonathan Rather | ||
| Name: | Jonathan Rather | |
| Title: | Managing Member | |
EXHIBIT LIST
| Exhibit A | Identification and Classification of Members of the Group, incorporated by reference to the Schedule 13G filed February 14, 2022. | |
| Exhibit B | Joint Filing Agreement, dated as of February 14, 2022, incorporated by reference to the Schedule 13G filed February 14, 2022. | |