Clearwater Analytics (CWAN) Form 4 Change in insider ownership

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^*

WCAS XII CARBON ANALYTICS ACQUISITION, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 C Common Stock(1)	06/20/2023		C		3,215,940	D	(1)(2)	39,337,746	I	See Footnotes(3)(4)(5)(7)
Class D Common Stock(3)	06/20/2023		C		6,784,060	D	(1)(2)	46,727,944	I	See Footnotes(3)(4)(5)(7)
Class A Common Stock	06/20/2023		C		10,000,000	A	(1)(2)	10,000,000	I	See Footnotes(3)(4)(5)(7)
Class A Common Stock	06/20/2023		S		10,000,000	D	$15.95(6)	0	I	See Footnotes(3)(4)(5)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
CWAN Holdings LLC Interests(1)	(1)(2)	06/20/2023		C			3,215,940	(1)(2)	(1)(2)	Class A or Class D Common Stock(2)	3,215,940	(1)(2)	39,337,746	I	See Footnotes(3)(4)(5)(7)

1. Name and Address of Reporting Person^*

WCAS XII CARBON ANALYTICS ACQUISITION, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WCAS XII ASSOCIATES LLC

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WCAS XIII Associates LLC

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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. The Reporting Person may exchange all or a portion of such person's common units of CWAN Holdings, LLC ("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 or Class A 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.

2. 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.

3. Includes 12,703,165 shares of Class C Common Stock directly held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock directly held by WCAS GP CW LLC, 9,051,393 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 3,908,762 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 567,226 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 3,931,351 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 8,798,802 shares of Class D Common Stock directly held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").

4. (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 446,391 shares of Class C Common Stock and (b) 345,827 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 530 shares of Class C Common Stock and (b) 286,210 shares of Class D Common Stock, which were received in two distributions, for no consideration, by the WCAS Entities, the first of which were reported on a Form 4 filed with the SEC by the Reporting Persons on March 31, 2023. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions.

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.

6. This amount represents a public offering price of $16.05 per share of Class A Common Stock less an underwriting discount of $0.10 per share for shares sold in an underwritten public offering.

7. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.

Remarks:

	WCAS XII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member	06/20/2023
	WCAS XII ASSOCIATES LLC, By: /s/ Jonathan Rather, Managing Member	06/20/2023
	WCAS XIII ASSOCIATES LLC, By: /s/ Jonathan Rather, Managing Member	06/20/2023
	** Signature of Reporting Person	Date
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