Welsh, Carson, Anderson & Stowe XII, L.P.'s Form 4 filing
Clearwater Analytics Holdings, Inc. (CWAN) · filed Mar 11, 2024
- Accession no.
- 0000950170-24-029481
- Filed
- Mar 11, 2024, 6:21 PM ET
- Trade date
- Mar 11, 2024
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 6 non-derivative transactions and 2 derivative transactions. Open-market sales total $274.6M. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Welsh, Carson, Anderson & Stowe XII, L.P.CIK 0001626317 | 10% Owner |
| Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.CIK 0001627643 | 10% Owner |
| Welsh, Carson, Anderson & Stowe XII Cayman, L.P.CIK 0001627644 | 10% Owner |
| Welsh, Carson, Anderson & Stowe XII Delaware, L.P.CIK 0001680912 | 10% Owner |
| Wcas XII Associates Cayman, L.P.CIK 0001848620 | 10% Owner |
| Wcas XIII Carbon Analytics Acquisition, L.P.CIK 0001879859 | 10% Owner |
| Wcas XII Carbon Analytics Acquisition, L.P.CIK 0001879860 | 10% Owner |
| Wcas GP CW LLCCIK 0001879925 | 10% Owner |
| WCAS XII Carbon Investors, L.P.CIK 0001884563 | 10% Owner |
| WCAS XIII Carbon Investors, L.P.CIK 0001884565 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2024 | Class C Common Stock | CConversionDisposed | −5,259,868 | –F1,F2 | – | 27,424,288 | Indirect | |
| Mar 11, 2024 | Class D Common Stock | CConversionDisposed | −10,990,132 | –F1,F2 | – | 21,581,727 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | CConversionAcquired | +16,250,000 | –F1,F2 | – | 16,250,000 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | SSaleDisposed | −16,250,000 | $16.90F6 | −$274,625,000 | 0 | Indirect | |
| Mar 11, 2024 | Class C Common Stock | JOtherDisposed | −180,680 | –F1,F2 | – | 27,424,288 | Indirect | |
| Mar 11, 2024 | Class D Common Stock | JOtherDisposed | −255,521 | –F1,F2 | – | 21,581,727 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 5 transactions in Table I and 2 transactions in Table II.
- F2
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.
Referenced by the price of 5 transactions in Table I and 2 transactions in Table II.
- F6
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.
Referenced by the price of 1 transaction in Table I.
Remarks
Form 1 of 2