C3.ai (AI) Form 3 C3.ai / Houman Behzadi ownership change

SEC Form 3

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^*

Behzadi Houman

(Last) (First) (Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020

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

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

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

5. 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 Beneficially Owned
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 A Common Stock	231,108	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	(1)	01/20/2024	Class A Common Stock	94,978	1.56	D
Stock Option (Right to Buy)	(2)	07/12/2026	Class A Common Stock	133,332	1.68	D
Stock Option (Right to Buy)	(3)	11/29/2026	Class A Common Stock	166,666	1.86	D
Stock Option (Right to Buy)	(4)	06/07/2027	Class A Common Stock	434,666	1.86	D
Stock Option (Right to Buy)	(5)	05/22/2028	Class A Common Stock	41,665	2.82	D
Stock Option (Right to Buy)	(6)	06/12/2029	Class A Common Stock	124,999	4.56	D
Stock Option (Right to Buy)	(7)	07/05/2030	Class A Common Stock	166,666	4.56	D

Explanation of Responses:

1. Fully vested.

2. Twenty percent (20%) of the shares subject to the option grant vested on May 16, 2017, 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.

3. Twenty percent (20%) of the shares subject to the option grant vested on November 30, 2017, 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.

4. Twenty percent (20%) of the shares subject to the option grant vested on May 12, 2018, 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.

5. Twenty percent (20%) of the shares subject to the option grant vested on May 23, 2019, 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.

6. Twenty percent (20%) of the shares subject to the option grant vested on May 1, 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.

7. Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2021, 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	12/07/2020
	** 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.