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*
(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 C Common Stock(1)(2)(3) | 47,377,587 | I | See footnotes(4)(5) |
| Class D Common Stock(3) | 63,638,103 | I | See footnotes(4)(5) |
| 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 D Common Stock(3) | 63,638,103 | (2) | I | See footnotes(4)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. Shares of Class C Common Stock do not represent economic interests in the issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class C Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. 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 C 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 C Common Stock) for an equal number of newly issued shares of Class D 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. Upon the earlier of (i) the date that affiliates of Welsh Carson 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 and each share of Class C Common Stock will automatically convert into a share of Class B Common Stock of the Issuer, each of which is entitled to one vote per share. Thereafter, an exchange of the Reporting Person's LLC Interests will be for Class A Common Stock and the surrender for no consideration of non-economic voting stock in connection with such exchange will be with respect to Class B Common Stock held by the Reporting Person. |
| 4. Includes 21,189,927 shares of Class C Common Stock held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock held by WCAS GP CW LLC, 15,098,470 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 6,520,137 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 946,180 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 6,557,817 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 14,677,126 shares of Class D Common Stock held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). |
| 5. The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. |
| Remarks: |
| Form 1 of 2 |
| WCAS XII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WCAS XIII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WCAS GP CW LLC, By: WCAS XIII Associates LLC, its managing member /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WCAS XII CARBON INVESTORS, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WCAS XIII CARBON INVESTORS, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WELSH, CARSON, ANDERSON & STOWE XII, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P., By: WCAS XII Associates Cayman, L.P., its general partner, By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P., By: WCAS XII Associates Cayman, L.P., its general partner, By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 09/23/2021 | |
| WCAS XII ASSOCIATES CAYMAN, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member | 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. | ||