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Filing Details

Accession Number:: 0000950170-25-085785
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-06-12 21:14:26
Reporting Period:: 2025-06-12

Filing Date:: 2025-06-12
Accepted Time:: 2025-06-12 21:14:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866368	Clearwater Analytics Holdings Inc.	CWAN	Services-Prepackaged Software (7372)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1879859	Wcas Xiii Carbon Analytics Acquisition, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	No
1879925	Wcas Gp Cw Llc	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	No
1884565	Wcas Xiii Carbon Investors, L.p.	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	No
1884600	Wcas Xiii Associates Llc	C/O Welsh, Carson, Anderson And Stowe 599 Lexington Avenue, Suite 1800 New York NY 10022	No	No	No	No

Transaction Summary

Sold:	14,137,500 shares	Avg. Price: $24.07	Total Value: $340,289,625.00
Number of Shares After Transactions:	2,069,714 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class C Common Stock	Disposition	2025-06-12	8,035,688	$0.00	2,751,142	No	4	C	Indirect	See Footnotes
Class D Common Stock	Disposition	2025-06-12	6,101,812	$0.00	2,069,714	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2025-06-12	14,137,500	$0.00	14,137,500	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2025-06-12	14,137,500	$24.07	0	No	4	S	Indirect	See Footnotes
Class C Common Stock	Disposition	2025-06-12	2,751,142	$0.00	0	No	4	C	Indirect	See Footnotes
Class D Common Stock	Disposition	2025-06-12	2,069,714	$0.00	0	No	4	C	Indirect	See Footnotes
Class B Common Stock	Acquisiton	2025-06-12	2,751,142	$0.00	2,751,142	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2025-06-12	2,069,714	$0.00	2,069,714	No	4	C	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
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes

Reported Derivative Transactions

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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	2024-06-12	8,035,688	$0.00	8,035,688	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,751,142			No	4	C	Indirect

Footnotes

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.
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.
Following the Rule 144 Sale (as defined below), 2,597,670 shares of Class C Common Stock were directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 153,472 shares of Class C Common Stock were directly held by WCAS GP CW LLC and 2,069,714 shares of Class D Common Stock were directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, 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.
The shares of Class A common stock in this line item were sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Rule 144 Sale").
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.
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.
(Continued from footnote 7) The holdings by the WCAS Entities reflected in this Footnote 7 give effect to these distributions.