Filing Details

Accession Number:
0000899243-23-020327
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-11-13 07:01:13
Reporting Period:
2023-11-09
Accepted Time:
2023-11-13 07:01:13
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1866368 Clearwater Analytics Holdings Inc. CWAN () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1848767 Wcas Xii Associates Llc C/O Welsh, Carson, Anderson And Stowe
599 Lexington Avenue, Suite 1800
New York NY 10022
No No Yes No
1879860 Wcas Xii Carbon Analytics Acquisition, L.p. C/O Welsh, Carson, Anderson And Stowe
599 Lexington Avenue, Suite 1800
New York NY 10022
No No Yes No
1884600 Wcas Xiii Associates Llc C/O Welsh, Carson, Anderson And Stowe
599 Lexington Avenue, Suite 1800
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class C Common Stock Disposition 2023-11-09 3,595,072 $0.00 35,742,674 No 4 C Indirect See Footnotes
Class D Common Stock Disposition 2023-11-09 7,650,428 $0.00 39,077,516 No 4 C Indirect See Footnotes
Class A Common Stock Acquisiton 2023-11-09 11,245,500 $0.00 11,245,500 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2023-11-09 11,245,500 $17.31 0 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 S Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Or Class D Common Stock CWAN Holdings LLC Interests Disposition 2023-11-09 3,595,072 $0.00 3,595,072 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
35,742,674 No 4 C Indirect
Footnotes
  1. 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.
  2. 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.
  3. Includes 8,772,021 shares of Class C Common Stock directly held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock directly held by WCAS GP CW LLC, 6,250,332 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 2,699,149 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 391,691 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 2,714,748 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 6,075,909 shares of Class D Common Stock directly held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
  4. (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 782,063 shares of Class C Common Stock and (b) 605,881 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 930 shares of Class C Common Stock and (b) 501,433 shares of Class D Common Stock, which were received in distributions, for no consideration, by the WCAS Entities, through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions.
  5. The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares.
  6. This amount represents a public offering price of $17.50 per share of Class A Common Stock less an underwriting discount of $0.19 per share for shares sold in an underwritten public offering.
  7. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.