Patricia A House Form 4 C3.ai / PATRICIA A HOUSE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOUSE PATRICIA A

(Last) (First) (Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/20/2021		M		1,667	A	$1.68	45,397	D
Class A Common Stock	12/20/2021		M		6,250	A	$1.86	51,647	D
Class A Common Stock	12/20/2021		M		3,210	A	$2.04	54,857	D
Class A Common Stock	12/20/2021		M		3,518	A	$3.9	58,375	D
Class A Common Stock	12/20/2021		M		37,836	A	$11.16	96,211	D
Class A Common Stock								217,755	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.68	12/20/2021		M			1,667	(2)	07/18/2026	Class A Common Stock	1,667	$0.00	0	D
Stock Option (Right to Buy)	$1.86	12/20/2021		M			6,250	(2)	11/29/2026	Class A Common Stock	6,250	$0.00	0	D
Stock Option (Right to Buy)	$2.04	12/20/2021		M			3,210	(3)	11/07/2027	Class A Common Stock	3,210	$0.00	19,249(4)	D
Stock Option (Right to Buy)	$3.9	12/20/2021		M			3,518	(5)	11/27/2028	Class A Common Stock	3,518	$0.00	35,166(4)	D
Stock Option (Right to Buy)	$11.16	12/20/2021		M			37,836	(6)	08/26/2030	Class A Common Stock	37,836	$0.00	113,498(4)	D

Explanation of Responses:

1. The shares are held by the Patricia A. House 2020 2 Year GRAT created UTA dated September 22, 2020, of which the Reporting Person is trustee.

2. Fully vested.

3. Provided the Reporting Person remains a director of C3.ai, Inc. (the "Company") and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "First Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the First Option Quarterly Shares shall not occur and will be suspended (any such suspended First Option Quarterly Shares being referred to collectively as the "First Option Suspended Shares"). For any First Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 8, 2017, if the Reporting Person satisfies the attendance requirements in subsequent periods.

4. Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.

5. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 28, 2018, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Second Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Second Option Quarterly Shares shall not occur and will be suspended (any such suspended Second Option Quarterly Shares being referred to collectively as the "Second Option Suspended Shares"). For any Second Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 28, 2018, if the Reporting Person satisfies the attendance requirements in subsequent periods.

6. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on August 28, 2020, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Third Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Third Option Quarterly Shares shall not occur and will be suspended (any such suspended Third Option Quarterly Shares being referred to collectively as the "Third Option Suspended Shares"). For any Third Option Suspended Shares, such shares shall vest only following the fifth anniversary of August 28, 2020, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Richard J. Lutton, Jr., Attorney-in-Fact	12/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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