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Filing Details

Accession Number:: 0000950170-24-029482
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-11 18:22:38
Reporting Period:: 2024-03-11

Accepted Time:: 2024-03-11 18:22:38
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
1848767	Wcas Xii Associates Llc	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	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	No	No
1884600	Wcas Xiii Associates Llc	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	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	2024-03-11	5,259,868	$0.00	27,424,288	No	4	C	Indirect	See Footnotes
Class D Common Stock	Disposition	2024-03-11	10,990,132	$0.00	21,581,727	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2024-03-11	16,250,000	$0.00	16,250,000	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2024-03-11	16,250,000	$16.90	0	No	4	S	Indirect	See Footnotes
Class C Common Stock	Disposition	2024-03-11	180,680	$0.00	27,424,288	No	4	J	Indirect	See Footnotes
Class D Common Stock	Disposition	2024-03-11	255,521	$0.00	21,581,727	No	4	J	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
No	4	J	Indirect	See Footnotes
No	4	J	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	2024-03-11	5,259,868	$0.00	5,259,868	$0.00
Class A Or Class D Common Stock	CWAN Holdings LLC Interests	Disposition	2024-03-11	180,680	$0.00	180,680	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
27,424,288			No	4	C	Indirect
27,424,288			No	4	J	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 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, 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) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions.
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 price to the underwriter of $16.90 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
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.
The reported amount also reflects a distribution and charitable contribution of 5,500 shares of Class D Common Stock by WCAS XII Associates LLC on December 29, 2023.
The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings.