Warburg Pincus LLC's Form 4 filing
Clearwater Analytics Holdings, Inc. (CWAN) · filed Jun 12, 2024
- Accession no.
- 0000950170-24-072569
- Filed
- Jun 12, 2024, 5:30 PM ET
- Trade date
- Jun 12, 2024
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions. Open-market sales total $138.0M. 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 |
|---|---|
| Warburg Pincus LLCCIK 0001162870 | Director, 10% Owner |
| Warburg Pincus (Cayman) Global Growth GP LLCCIK 0001813785 | Director, 10% Owner |
| Warburg Pincus Financial Sector (Cayman), L.P.CIK 0001813788 | Director, 10% Owner |
| Warburg Pincus (Cayman) Financial Sector GP, L.P.CIK 0001813791 | Director, 10% Owner |
| Warburg Pincus (Cayman) Financial Sector GP LLCCIK 0001813792 | Director, 10% Owner |
| WP CA Holdco, L.P.CIK 0001884575 | Director, 10% Owner |
| WP CA Holdco GP, LLCCIK 0001884577 | Director, 10% Owner |
| Warburg Pincus Partners II (Cayman), L.P.CIK 0001658820 | 10% Owner |
| Warburg Pincus (Callisto) Global Growth (Cayman), L.P.CIK 0001813766 | 10% Owner |
| Warburg Pincus (Cayman) Global Growth GP, L.P.CIK 0001813787 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jun 12, 2024 | Class D Common Stock | MOption exerciseDisposed | −7,000,000 | –F1 | – | 18,192,059 | Indirect | |
| Jun 12, 2024 | Class A Common Stock | MOption exerciseAcquired | +7,000,000 | –F1 | – | 7,000,000 | Indirect | |
| Jun 12, 2024 | Class A Common Stock | SSaleDisposed | −7,000,000 | $19.71F4 | −$137,970,000 | 0 | Indirect |
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
Upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe 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.
Referenced by the price of 2 transactions in Table I.
- F4
This amount represents a price to the underwriter of $19.71 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
WP Holdco, WP Holdco GP, WP Callisto, WP FS, WP LLC, WP GG Cayman GP, WP FS Cayman GP, WP FS Cayman GP, WP GG Cayman GP LLC, WP FS Cayman GP LLC and WPP II Cayman and Warburg Pincus (Bermuda) Private Equity GP Ltd. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Defined Terms: "GP" refers to general partner. "MM" refers to managing member. "AS" refers to Authorised Signatory. "Warburg (Bermuda)" refers to Warburg Pincus (Bermuda) Private Equity GP Ltd. Form 1 of 2