Galibier Purchaser, LLC's Form 4/A amendment
AmendedClearwater Analytics Holdings, Inc. (CWAN) · filed Sep 24, 2024
- Accession no.
- 0001493152-24-037975
- Filed
- Sep 24, 2024, 4:56 PM ET
- Trade date
- Aug 26, 2024
- Filing delay
- 29 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Aug 28, 2024
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $42.4M. It was filed 29 days after the trade.
This amendment replaces 0001493152-24-034199 (filed Aug 28, 2024).
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 |
|---|---|
| Galibier Purchaser, LLCCIK 0001884343 | Director, 10% Owner |
| Galibier Holdings GP, LLCCIK 0001884347 | Director, 10% Owner |
| Galibier Holdings, LPCIK 0001884351 | Director, 10% Owner |
| Permira VII GP S.a r.l.CIK 0001884421 | Director, 10% Owner |
| Gali SCSpCIK 0001884428 | Director, 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 |
|---|---|---|---|---|---|---|---|---|
| Aug 26, 2024 | Class A Common Stock | MOption exerciseAcquired | +1,754,969 | –F1 | – | 1,754,969 | Indirect | |
| Aug 26, 2024 | Class A Common Stock | SSaleDisposed | −1,754,969 | $24.18 | −$42,435,150.42 | 0 | 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.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 26, 2024 | Class A Common Stock | MOption exerciseDisposed | −1,754,969 | $0.00 | $0 | 18,519,325 | 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
The Class D common stock ("Class D Common Stock") has ten votes per share and may be exchanged at any time, at the option of the holder, for shares of Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock 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 date that is seven years following the closing of the Issuer's initial public offering.
Referenced by the price of 1 transaction in Table I.
- F2
Galibier Purchaser, LLC is the record holder of the securities reported herein. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together, the "Permira Entities"). Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Galibier Purchaser, LLC. Each of them disclaim any such beneficial ownership except to the extent of its pecuniary interest therein.
Remarks
The original Form 4 filed by the reporting persons on August 28, 2024, incorrectly overstated the number of securities converted and sold by Galibier Purchaser, LLC. Those amounts are corrected herein.