Wcas XII Associates LLC's Form 4 filing
Clearwater Analytics Holdings, Inc. (CWAN) · filed Mar 11, 2024
- Accession no.
- 0000950170-24-029482
- Filed
- Mar 11, 2024, 6:22 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 |
|---|---|
| Wcas XII Associates LLCCIK 0001848767 | 10% Owner |
| Wcas XII Carbon Analytics Acquisition, L.P.CIK 0001879860 | 10% Owner |
| WCAS XIII Associates LLCCIK 0001884600 | 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 | Duplicate filing |
| Mar 11, 2024 | Class D Common Stock | CConversionDisposed | −10,990,132 | –F1,F2 | – | 21,581,727 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A Common Stock | CConversionAcquired | +16,250,000 | –F1,F2 | – | 16,250,000 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A Common Stock | SSaleDisposed | −16,250,000 | $16.90F6 | −$274,625,000 | 0 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class C Common Stock | JOtherDisposed | −180,680 | –F1,F2 | – | 27,424,288 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class D Common Stock | JOtherDisposed | −255,521 | –F1,F2 | – | 21,581,727 | Indirect | Duplicate filing |
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.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2024 | Class A or Class D Common Stock | CConversionDisposed | −5,259,868 | –F1,F2 | – | 27,424,288 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A or Class D Common Stock | JOtherDisposed | −180,680 | –F1,F2 | – | 27,424,288 | Indirect | Duplicate filing |
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 2 of 2