Wcas XIII Carbon Analytics Acquisition, L.P.'s Form 4 filing
Clearwater Analytics Holdings, Inc. (CWAN) · filed Jun 12, 2025
- Accession no.
- 0000950170-25-085785
- Filed
- Jun 12, 2025, 9:14 PM ET
- Trade date
- Jun 12, 2024-Jun 12, 2025
- Filing delay
- 365 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 8 non-derivative transactions and 1 derivative transaction. Open-market sales total $340.3M. It was filed 365 days after the trade, past the 2-business-day deadline.
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 XIII Carbon Analytics Acquisition, L.P.CIK 0001879859 | 10% Owner |
| Wcas GP CW LLCCIK 0001879925 | 10% Owner |
| WCAS XIII Carbon Investors, L.P.CIK 0001884565 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jun 12, 2025 | Class C Common Stock | CConversionDisposed | −8,035,688 | –F1,F2 | – | 2,751,142 | Indirect | |
| Jun 12, 2025 | Class D Common Stock | CConversionDisposed | −6,101,812 | –F1,F2 | – | 2,069,714 | Indirect | |
| Jun 12, 2025 | Class A Common Stock | CConversionAcquired | +14,137,500 | –F1,F2 | – | 14,137,500 | Indirect | |
| Jun 12, 2025 | Class A Common Stock | SSaleDisposed | −14,137,500 | $24.07 | −$340,289,625 | 0 | Indirect | |
| Jun 12, 2025 | Class C Common Stock | CConversionDisposed | −2,751,142 | –F7,F8 | – | 0 | Indirect | |
| Jun 12, 2025 | Class D Common Stock | CConversionDisposed | −2,069,714 | –F7,F8 | – | 0 | Indirect | |
| Jun 12, 2025 | Class B Common Stock | CConversionAcquired | +2,751,142 | –F7,F8 | – | 2,751,142 | Indirect | |
| Jun 12, 2025 | Class A Common Stock | CConversionAcquired | +2,069,714 | –F7,F8 | – | 2,069,714 | 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
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 3 transactions in Table I and 1 transaction in Table II.
- F2
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 3 transactions in Table I and 1 transaction in Table II.
- F7
Following the consummation of the Rule 144 Sale, affiliates of Welsh Carson owned less than 5% of the Issuer's common stock, as a result of which all outstanding shares of Class C Common Stock and Class D Common Stock automatically converted into shares of Class B Common Stock and Class A Common Stock of the Issuer, respectively (the "Conversion"). As a result of the Conversion, 2,335,196 shares of Class B Common Stock were directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 153,472 shares of Class B Common Stock were directly held by WCAS GP CW LLC and 1,885,283 shares of Class A Common Stock were directly held by WCAS XIII Carbon Investors, L.P. Additionally, 262,474 shares of Class B Common Stock and 184,431 shares of Class A Common Stock were directly held by WCAS XIII Associates LLC, which were received in distributions, for no consideration, by the WCAS Entities immediately following the Conversion.
Referenced by the price of 4 transactions in Table I.
- F8
(Continued from footnote 7) The holdings by the WCAS Entities reflected in this Footnote 7 give effect to these distributions.
Referenced by the price of 4 transactions in Table I.