| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/23/2021 | 3. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [ CWAN ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1)(2) | 80,645 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| CWAN Holdings LLC Interests(2) | (2) | (2) | Class A Common Stock | 80,645 | (2) | D | |
| Employee Stock Option (right to buy) | (3) | 03/09/2031 | Class A Common Stock | 279,033 | 12.4 | D | |
| Explanation of Responses: |
| 1. Shares of Class B Common Stock do not represent economic interests in the issuer. Upon exchange of CWAN Holdings LLC Interests ("LLC Interests") that are held by the Reporting Person and reported in Table II hereof, an equal number of the reported shares of the Issuer's Class B Common Stock will be transferred to the Issuer and cancelled for no consideration. |
| 2. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings, the Reporting Person may exchange all or a portion of such person's LLC Interests (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of 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. |
| 3. The reported securities are options which vest in four equal annual installments beginning on and including March 9, 2022. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/ Alphonse Valbrune, as Attorney-in-Fact, for Marcus Ryu | 09/23/2021 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
