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Filing Details

Accession Number:: 0001387131-21-003564
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-15 19:22:20
Reporting Period:: 2021-03-11

Accepted Time:: 2021-03-15 19:22:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1577526	C3.Ai Inc.	AI	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2021-03-11	7,141	$88.03	15,581,832	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-11	114,794	$86.91	15,467,038	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-11	49,430	$86.17	15,417,608	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	9,470	$90.44	15,408,138	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	201,061	$89.84	15,207,077	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	124,897	$89.17	15,082,180	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	50,705	$88.05	15,031,475	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	2,000	$86.63	15,029,475	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	19,405	$85.53	15,010,070	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	17,705	$84.52	14,992,365	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-12	32,548	$83.64	14,959,817	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	1,700	$91.67	14,958,117	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	9,916	$90.27	14,948,201	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	12,907	$89.20	14,935,294	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	31,765	$88.23	14,903,529	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	121,944	$87.04	14,781,585	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2021-03-15	321,768	$86.37	14,459,817	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses

Footnotes

David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG Growth GenPar III Advisors, LLC, (ii) The Rise Fund GenPar Advisors, LLC and (iii) TPG Tech Adjacencies GenPar Advisors, LLC.
TPG Growth GenPar III Advisors, LLC is general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Cadia, L.P., which directly holds 8,748,111 shares of Class A Common Stock ("Class A Common Stock") of C3.ai, Inc. (the "Issuer"). The Rise Fund GenPar Advisors, LLC is general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Cadia, L.P., which directly holds 3,852,923 shares of Class A Common Stock. TPG Tech Adjacencies GenPar Advisors, LLC is the general partner of TPG Tech Adjacencies SPV GP, LLC, which is the general partner of TPG Tech Adjacencies Cadia, L.P. (together with TPG Growth III Cadia, L.P. and The Rise Fund Cadia, L.P., the "TPG Funds"), which directly holds 1,858,783 shares of Class A Common Stock.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.55 to $88.24 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.55 to $87.49 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.55 to $86.54 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.40 to $90.91 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.38 to $90.37 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.38 to $89.375 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.37 to $88.36 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.13 to $86.9481 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.08 to $86.05 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.08 to $85.06 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.08 to $84.07 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.04 to $91.75 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.95 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.82 to $89.80 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.81 to $88.80 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.82 to $87.69 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.815 to $86.81 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.