Bruce A Cleveland Form 4 C3.ai / BRUCE A CLEVELAND 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^*

CLEVELAND BRUCE 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP and CMO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021

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	02/25/2021		M		21,367	A	$4.68	52,116	D
Class A Common Stock	03/04/2021		G	V	27,333	D	$0.00	0	I	See Footnote(1)
Class A Common Stock	03/04/2021		G	V	27,333	A	$0.00	79,449	D
Class A Common Stock	03/08/2021		M		6,867	A	$4.68	86,316	D
Class A Common Stock	03/08/2021		S		8,702	D	$84.48(2)	77,614	D
Class A Common Stock	03/08/2021		S		12,700	D	$85.53(3)	64,914	D
Class A Common Stock	03/08/2021		S		7,600	D	$86.57(4)	57,314	D
Class A Common Stock	03/08/2021		S		5,600	D	$87.53(5)	51,714	D
Class A Common Stock	03/08/2021		S		6,200	D	$88.42(6)	45,514	D
Class A Common Stock	03/08/2021		S		12,567	D	$89.29(7)	32,947	D
Class A Common Stock	03/08/2021		S		4,700	D	$90.56(8)	28,247	D
Class A Common Stock	03/08/2021		S		4,480	D	$91.57(9)	23,767	D
Class A Common Stock	03/08/2021		S		2,400	D	$92.39(10)	21,367	D
Class A Common Stock	03/08/2021		J(11)		241	A	$0.00	241	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
Option (Right to Buy)	$4.68	02/25/2021		M			21,367	(12)	11/12/2029	Class A Common Stock	21,367	$0.00	978,634	D
Option (Right to Buy)	$4.68	03/08/2021		M			6,867	(12)	11/12/2029	Class A Common Stock	6,867	$0.00	971,767	D

Explanation of Responses:

1. The shares are held by the Cleveland Family Trust, of which the Reporting Person is trustee.

2. Represents weighted average sales price. The shares were sold at prices ranging from $84.00 to $84.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $87.00 to $87.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $88.00 to $88.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Represents weighted average sales price. The shares were sold at prices ranging from $89.00 to $89.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Represents weighted average sales price. The shares were sold at prices ranging from $90.00 to $90.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Represents weighted average sales price. The shares were sold at prices ranging from $91.01 to $92.00. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Represents weighted average sales price. The shares were sold at prices ranging from $92.04 to $92.98. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Pro rata distribution from Interwest Partners X, LP, of which the Reporting Person is a non-managing member.

12. Twenty percent (20%) of the shares subject to the option grant vested on November 4, 2020, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

Remarks:

	/s/ Brady Mickelsen, Attorney-in-Fact	03/10/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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