Stowe; and (iv) 130,083,755 shares of its Class D common stock, $0.001 par value per share (the “Class D Common Stock”), to entities affiliated with Welsh Carson, Warburg Pincus LLC and Permira Advisers LLC. The issuances of the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock described in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on the nature of the transactions and the various representations made by the parties thereto.
| Item 3.03. | Material Modifications to Rights of Security Holders. |
The description in Item 5.03 below of the Certificate of Incorporation and Bylaws (each as defined below) is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Upon consummation of the initial public offering, the Company granted 1,685,625 restricted stock units (“RSUs”) to its employees, including RSUs to certain named executive officers (the “IPO RSUs”) under its new 2021 omnibus incentive plan. Sandeep Sahai, Jim Cox, Scott Erickson and James Price were granted 430,308, 152,209, 99,488, and 84,122 IPO RSUs, respectively, which consist of 50% time-vesting IPO RSUs and 50% performance-vesting IPO RSUs. The time-vesting IPO RSUs will generally vest in 25% installments on each of the first four anniversaries of January 1, 2022, in each case, subject to continued employment through the applicable vesting date. Time-vesting IPO RSUs will generally be settled as soon as practicable following the applicable vesting date(s), and in any event within thirty (30) days following the applicable vesting date, in each case subject to continued employment through such settlement date. The performance-vesting IPO RSUs will vest in 33.33% installments on each of the first three anniversaries of January 1, 2022, based on the achievement of the Company’s annual revenue growth rate during the applicable year and, in each case, subject to continued employment through the applicable vesting date. During each annual performance-vesting period, 0% of the performance-vesting IPO RSUs eligible to vest with respect to each such performance period will vest if the Company’s annual revenue growth is less than 18%, 80% of the performance-vesting IPO RSUs eligible to vest with respect to each such performance period will vest if the Company’s annual revenue growth is at least 18% and less than 20%, 100% of the performance-vesting IPO RSUs eligible to vest with respect to each such performance period will vest if the Company’s annual revenue growth is at least 20% and less than 23%, and 110% of the performance-vesting IPO RSUs eligible to vest with respect to each such performance period will vest if the Company’s annual revenue growth is at least 23%; linear interpolation shall not apply with respect to the Company’s annual revenue growth achievement between the foregoing performance levels. During any annual performance period in which the Company’s annual revenue growth is in excess of 26%, the Company’s board of directors shall determine, in its sole discretion, the extent to which the performance-vesting IPO RSUs eligible to vest during such performance period are vested, provided, that in no event shall such vesting achievement be determined to be less than 110%. Performance-vesting IPO RSUs will generally be settled as soon as practicable following the date on which the compensation committee of the Company’s board of directors certifies achievement with respect to any annual performance period (the “Committee Certification Date”), and in any event within thirty (30) days following the applicable Committee Certification Date, in each case subject to continued employment through such settlement date.
In addition, the Company’s named executive officers will be eligible to receive an annual grant of RSUs beginning with the fiscal year ending December 31, 2022 (the “2022 fiscal year”). The RSUs for the 2022 fiscal year were granted to the named executive officers concurrently with the IPO RSUs. Sandeep Sahai, Jim Cox, Scott Erickson and James Price were granted 320,582, 273,154, 151,902, and 41,275 2022 RSUs, respectively. These RSUs are subject to the same vesting terms as the IPO RSUs, with the vesting commencement period also commencing on January 1, 2022.
The Company also entered into Tax Receivable Agreement Bonus Letters, each dated as of September 28, 2021 (the “TRA Bonus Letters”), by and among Clearwater Analytics Holdings, Inc. and each of Cindy Blendu, Jim Cox, Scott Erickson, James Price, Gayatri Raman, Sandeep Sahai, Subi Sethi, and Alphonse Valbrune, a copy of the form of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated by reference herein.
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