Clearwater Analytics (CWAN) Form 3 Clearwater Analytics / Sandeep Sahai 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^*

Sahai Sandeep

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE ID 83702

(City) (State) (Zip)

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)

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

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
Employee Stock Option (right to buy)	(1)	12/31/2027	Class A Common Stock	64,905	4	D
Employee Stock Option (right to buy)	(2)	12/31/2027	Class A Common Stock	43,270	4	D
Employee Stock Option (right to buy)	(3)	11/29/2028	Class A Common Stock	1,539,293	4.4	D
Employee Stock Option (right to buy)	(4)	11/29/2028	Class A Common Stock	1,026,195	4.4	D
Employee Stock Option (right to buy)	(5)	01/01/2030	Class A Common Stock	402,707	4.4	D
Employee Stock Option (right to buy)	(6)	01/01/2030	Class A Common Stock	268,471	4.4	D
Employee Stock Option (right to buy)	(7)	03/07/2031	Class A Common Stock	1,350,000	12.4	D

Explanation of Responses:

1. Of the amount reported, options to purchase 59,655 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable on January 1, 2022.

2. Of the amount reported, options to purchase 39,770 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable on January 1, 2022.

3. Of the amount reported, options to purchase 1,039,792 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in two equal annual installments beginning on and including January 1, 2022.

4. Of the amount reported, options to purchase 693,195 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in two equal annual installments beginning on and including March 19, 2022.

5. Of the amount reported, options to purchase 153,778 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in four equal annual installments beginning on and including January 1, 2022.

6. Of the amount reported, options to purchase 102,518 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in four equal annual installments beginning on and including January 1, 2022.

7. Of the amount reported, no options to purchase shares of Class A Common Stock are vested. The remaining options vest and become exercisable as follows: one installment reflecting 25% of the remaining options vests and becomes exercisable on January 1, 2022 and the remainder vests and becomes exercisable 1/48th in 36 equal monthly installments beginning on February 1, 2022.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	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.