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Filing Details

Accession Number:: 0000899243-23-009836
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-28 19:45:51
Reporting Period:: 2023-03-27

Accepted Time:: 2023-03-28 19:45:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866368	Clearwater Analytics Holdings Inc.	CWAN	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1626317	Welsh, Carson, Anderson & Stowe Xii, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1627643	Welsh, Carson, Anderson & Stowe Xii Delaware Ii, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1627644	Welsh, Carson, Anderson & Stowe Xii Cayman, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1680912	Welsh, Carson, Anderson & Stowe Xii Delaware, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1848620	Wcas Xii Associates Cayman, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1879859	Wcas Xiii Carbon Analytics Acquisition, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1879860	Wcas Xii Carbon Analytics Acquisition, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1879925	Wcas Gp Cw Llc	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1884563	Wcas Xii Carbon Investors, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No
1884565	Wcas Xiii Carbon Investors, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class C Common Stock	Disposition	2023-03-27	391,675	$0.00	42,791,569	No	4	C	Indirect	See Footnotes
Class D Common Stock	Disposition	2023-03-27	828,372	$0.00	54,004,074	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2023-03-27	1,220,047	$0.00	1,220,047	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2023-03-28	1,220,047	$14.50	0	No	4	S	Indirect	See Footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Or Class D Common Stock	CWAN Holdings LLC Interests	Disposition	2023-03-27	391,675	$0.00	391,675	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
42,791,569			No	4	C	Indirect

Footnotes

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.
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.
Includes 16,366,931 shares of Class C Common Stock directly held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock directly held by WCAS GP CW LLC, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 shares of Class D Common Stock directly held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
(continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023.
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.
This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering.
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.