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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2023 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 D Common Stock(1) | 12/05/2023 | M | 3,689,812 | D | (1) | 25,192,059 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 12/05/2023 | M | 3,689,812 | A | (1) | 3,689,812 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 12/05/2023 | S | 3,689,812 | D | $19.75(4) | 0 | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe 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. |
| 2. Reflects securities held directly by WP CA Holdco, L.P. ("WP Holdco"). The general partner of WP Holdco is WP CA Holdco GP, LLC ("WP Holdco GP"). The managing members of WP Holdco GP are Warburg Pincus (Callisto) Global Growth (Cayman), L.P. ("WP Callisto") and Warburg Pincus Financial Sector (Cayman), L.P. ("WP FS," and together with WP Callisto, the "Holdco GP Managers"). WP LLC is the manager of the Holdco GP Managers. Warburg Pincus (Cayman) Global Growth GP, L.P. ("WP GG Cayman GP") is the general partner of WP Callisto. Warburg Pincus (Cayman) Financial Sector GP, L.P. ("WP FS Cayman GP") is the general partner of WP FS. Warburg Pincus (Cayman) Global Growth GP LLC ("WP GG Cayman GP LLC") is the general partner of WP GG Cayman GP. |
| 3. Warburg Pincus (Cayman) Financial Sector GP LLC ("WP FS Cayman GP LLC") is the general partner of WP FS Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of each of WP GG Cayman GP LLC and WP FS Cayman GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman. Investment and voting decisions with respect to the Issuer's shares held by WP Holdco are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares. |
| 4. This amount represents a price to the underwriter of $19.75 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. |
| Remarks: |
| WP Holdco, WP Holdco GP, WP Callisto, WP FS, WP LLC, WP GG Cayman GP, WP FS Cayman GP, WP FS Cayman GP, WP GG Cayman GP LLC, WP FS Cayman GP LLC and WPP II Cayman and Warburg Pincus (Bermuda) Private Equity GP Ltd. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Defined Terms: "GP" refers to general partner. "MM" refers to managing member. "AS" refers to Authorised Signatory. "Warburg (Bermuda)" refers to Warburg Pincus (Bermuda) Private Equity GP Ltd. Form 2 of 2 |
| WARBURG PINCUS LLC, By: /s/ Harsha Marti, General Counsel & Managing Director | 12/05/2023 | |
| WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD., By: /s/ Harsha Marti, Authorised Signatory | 12/05/2023 | |
| ** 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. | ||
| 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. | ||