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 |
| |||||||||||||||
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)
| |||||||||||||||
| 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 | ||||
| Restricted Units | (1) | (1) | CWAN Holdings LLC Interests(1) | 375,000(1) | 0.00 | D | |
| Employee Stock Option (right to buy) | (2) | 06/25/2031 | Class A Common Stock | 1,375,000 | 14.28 | D | |
| Explanation of Responses: |
| 1. Theses shares represent restricted units which, upon vesting, will be settled in units of CWAN Holdings LLC Interests ("LLC Interests") and an equivalent number of noneconomic voting shares of Class B Common Stock. The reporting person will have the right to exchange his 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, 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. The restricted units vest in four equal annual installments beginning on and including June 28, 2022. |
| 2. The reported securities are options which vest and become exercisable as follows: one installment reflecting 25% of the options vests and becomes exercisable on June 28, 2022 and the remainder vests and becomes exercisable 1/48th in 36 equal monthly installments beginning on July 28, 2022. |
| Remarks: |
| President, Product and Technology Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/ Alphonse Valbrune, as Attorney-in-Fact, for Joseph Kochansky | 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. | ||