organization · Reporting owner
WCAS XII CARBON ANALYTICS ACQUISITION, L.P.
Disclosed activity across 1 company
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Clearwater Analytics Holdings, Inc.CWAN · Entity 35410 | 10% owner | March 11, 2024 | March 11, 2024 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Clearwater Analytics Holdings, Inc.
Report date March 11, 2024 · Filed March 11, 2024
Jointly reported with WCAS XII ASSOCIATES LLC, WCAS XIII Associates LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class C Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 27,424,288 |
Reported balance
After 2024-03-11 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2024-03-11 · Conversion · Disposed 5,259,868 · Balance 27,424,288 F1: 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. F2: 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. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| Class C Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 27,424,288 |
Reported balance
After 2024-03-11 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2024-03-11 · Other · Disposed 180,680 · Balance 27,424,288 F1: 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. F9: The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings. F2: 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. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| Class D Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 21,581,727 |
Reported balance
After 2024-03-11 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2024-03-11 · Conversion · Disposed 10,990,132 · Balance 21,581,727 F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F1: 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. F2: 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. F8: The reported amount also reflects a distribution and charitable contribution of 5,500 shares of Class D Common Stock by WCAS XII Associates LLC on December 29, 2023. F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| Class D Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 21,581,727 |
Reported balance
After 2024-03-11 transaction · row 6
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 6 · 2024-03-11 · Other · Disposed 255,521 · Balance 21,581,727 F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F9: The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings. F1: 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. F2: 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. F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| Class A Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 0 |
Last balance in matching sequence
After 2024-03-11 transaction · row 4
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2024-03-11 · Conversion · Acquired 16,250,000 · Balance 16,250,000 F1: 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. F2: 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. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. Row 4 · 2024-03-11 · Sale · Disposed 16,250,000 · Balance 0 F6: This amount represents a price to the underwriter of $16.90 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| CWAN Holdings LLC InterestsSEC Table II · derivative / convertible security | IndirectSee Footnotes | 27,424,288 |
Reported balance
After 2024-03-11 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2024-03-11 · Conversion · Disposed 5,259,868 · Balance 27,424,288 F1: 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. F2: 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. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
| CWAN Holdings LLC InterestsSEC Table II · derivative / convertible security | IndirectSee Footnotes | 27,424,288 |
Reported balance
After 2024-03-11 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2024-03-11 · Other · Disposed 180,680 · Balance 27,424,288 F1: 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. F2: 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. F9: The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings. F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions. F5: 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. F7: 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. |
Filing footnotes · ownership attribution and instrument terms
F1: 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.
F2: 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.
F3: Includes 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, and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").
F4: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 1,235,158 shares of Class C Common Stock and (b) 951,404 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 1,470 shares of Class C Common Stock and (b) 791,950 shares of Class D Common Stock, which were received in distributions, for no consideration, from WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and WCAS XII Carbon Investors, L.P. (the "Distributing Entities") through the date of this Form 4. The holdings by the WCAS Entities reflected in Footnotes 3 and 4 give effect to these distributions.
F5: 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.
F6: This amount represents a price to the underwriter of $16.90 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
F7: 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.
F8: The reported amount also reflects a distribution and charitable contribution of 5,500 shares of Class D Common Stock by WCAS XII Associates LLC on December 29, 2023.
F9: The reported securities were distributed by the Distributing Entities for no consideration to WCAS XII Associates LLC and WCAS XII Associates Cayman, L.P., each of which previously owned such shares indirectly. Each of the Distributing Entities no longer holds any Issuer securities and will cease to be Reporting Persons on future Section 16 filings.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| March 30, 2023 Filed Mar 31, 2023 19:18 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 492,070 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010129 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 53,512,004 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 30, 2023 Filed Mar 31, 2023 19:18 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 237,883 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010129 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,553,686 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 30, 2023 Filed Mar 31, 2023 19:15 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionCWAN Holdings LLC Interests · Derivative | 237,883 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010127 · doc4.xml · derivative · entry 5 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,553,686 Underlying: Class A or Class D Common Stock · 237,883 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · price: 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. F2 · price: 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. F1 · derivative.exercise_date: 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. F2 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 30, 2023 Filed Mar 31, 2023 19:15 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass A Common Stock | 729,953 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010127 · doc4.xml · nonDerivative · entry 3 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 729,953 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 30, 2023 Filed Mar 31, 2023 19:15 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 492,070 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010127 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 53,512,004 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 30, 2023 Filed Mar 31, 2023 19:15 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 237,883 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-010127 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,553,686 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,128,491 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, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 28, 2023 Filed Mar 28, 2023 19:49 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionCWAN Holdings LLC Interests · Derivative | 391,675 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009837 · doc4.xml · derivative · entry 5 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,791,569 Underlying: Class A or Class D Common Stock · 391,675 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · price: 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. F2 · price: 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. F1 · derivative.exercise_date: 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. F2 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 28, 2023 Filed Mar 28, 2023 19:49 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | SaleClass A Common Stock | 1,220,047 | $14.50 | $17,690,681.50 |
DisclosureSEC source: 0000899243-23-009837 · doc4.xml · nonDerivative · entry 4 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 F6 · price: This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 28, 2023 Filed Mar 28, 2023 19:45 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | SaleClass A Common Stock | 1,220,047 | $14.50 | $17,690,681.50 |
DisclosureSEC source: 0000899243-23-009836 · doc4.xml · nonDerivative · entry 4 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 F6 · price: This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:49 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass A Common Stock | 1,220,047 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009837 · doc4.xml · nonDerivative · entry 3 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 1,220,047 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:49 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 828,372 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009837 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 54,004,074 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:49 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 391,675 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009837 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,791,569 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:45 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionCWAN Holdings LLC Interests · Derivative | 391,675 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009836 · doc4.xml · derivative · entry 5 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,791,569 Underlying: Class A or Class D Common Stock · 391,675 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · price: 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. F2 · price: 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. F1 · derivative.exercise_date: 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. F2 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:45 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass A Common Stock | 1,220,047 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009836 · doc4.xml · nonDerivative · entry 3 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 1,220,047 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:45 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 828,372 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009836 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 54,004,074 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 27, 2023 Filed Mar 28, 2023 19:45 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 391,675 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-009836 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 42,791,569 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,366,931 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, 11,661,939 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,036,103 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 730,822 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,065,206 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,336,497 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"). F4 · ownership.nature: (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 236,696 shares of Class C Common Stock and (b) 183,373 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 151,761 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnotes 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. F5 · ownership.nature: 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. F7 · ownership.nature: 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. Read SEC document |
| March 13, 2023 Filed Mar 13, 2023 16:11 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | SaleClass A Common Stock | 13,000,000 | $14.50 | $188,500,000.00 |
DisclosureSEC source: 0000899243-23-008239 · doc4.xml · nonDerivative · entry 4 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 F6 · price: This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 13, 2023 Filed Mar 13, 2023 16:09 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | SaleClass A Common Stock | 13,000,000 | $14.50 | $188,500,000.00 |
DisclosureSEC source: 0000899243-23-008237 · doc4.xml · nonDerivative · entry 4 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 F6 · price: This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:11 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionCWAN Holdings LLC Interests · Derivative | 4,194,343 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008239 · doc4.xml · derivative · entry 5 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 43,183,244 Underlying: Class A or Class D Common Stock · 4,194,343 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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 CWAN Holdings LLC Interests ("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. F1 · derivative.exercise_price: 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 CWAN Holdings LLC Interests ("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. F2 · derivative.exercise_price: 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. F1 · price: 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 CWAN Holdings LLC Interests ("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. F2 · price: 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. F1 · derivative.exercise_date: 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 CWAN Holdings LLC Interests ("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. F2 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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 CWAN Holdings LLC Interests ("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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying: 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. F7 · balance_after: The Form 3 filed by the Reporting Persons inadvertently overstated the amount of LLC Interests held by the Reporting Persons, which, at the time of such filing, was 47,377,587 LLC Interests. The reported amount corrects such overstatement after giving effect to the conversion of LLC Interests reported herein. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:11 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass A Common Stock | 13,000,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008239 · doc4.xml · nonDerivative · entry 3 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 13,000,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: 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 CWAN Holdings LLC Interests ("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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:11 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 8,805,657 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008239 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 54,832,446 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F1 · price: 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 CWAN Holdings LLC Interests ("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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:11 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 4,194,343 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008239 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XII ASSOCIATES LLC · CIK 0001848767 · 10% owner WCAS XIII Associates LLC · CIK 0001884600 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 43,183,244 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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 CWAN Holdings LLC Interests ("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. F1 · price: 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 CWAN Holdings LLC Interests ("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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:09 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionCWAN Holdings LLC Interests · Derivative | 4,194,343 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008237 · doc4.xml · derivative · entry 5 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 43,183,244 Underlying: Class A or Class D Common Stock · 4,194,343 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · price: 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. F2 · price: 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. F1 · derivative.exercise_date: 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. F2 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying: 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. F7 · balance_after: The Form 3 filed by the Reporting Persons inadvertently overstated the amount of LLC Interests held by the Reporting Persons, which, at the time of such filing, was 47,377,587 LLC Interests. The reported amount corrects such overstatement after giving effect to the conversion of LLC Interests reported herein. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:09 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass A Common Stock | 13,000,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008237 · doc4.xml · nonDerivative · entry 3 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 13,000,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:09 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass D Common Stock | 8,805,657 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008237 · doc4.xml · nonDerivative · entry 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 54,832,446 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · security: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| March 09, 2023 Filed Mar 13, 2023 16:09 UTC | Clearwater Analytics Holdings, Inc. CWAN · Entity 35410 | ConversionClass C Common Stock | 4,194,343 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-008237 · doc4.xml · nonDerivative · entry 1 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879860 · 10% owner WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. · CIK 0001879859 · 10% owner WCAS GP CW LLC · CIK 0001879925 · 10% owner WCAS XII Carbon Investors, L.P. · CIK 0001884563 · 10% owner WCAS XIII Carbon Investors, L.P. · CIK 0001884565 · 10% owner Welsh, Carson, Anderson & Stowe XII, L.P. · CIK 0001626317 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware, L.P. · CIK 0001680912 · 10% owner Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. · CIK 0001627643 · 10% owner Welsh, Carson, Anderson & Stowe XII Cayman, L.P. · CIK 0001627644 · 10% owner WCAS XII ASSOCIATES CAYMAN, L.P. · CIK 0001848620 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 43,183,244 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: Includes 16,995,584 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, 12,114,292 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII, L.P., 5,231,009 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 757,934 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 5,263,125 shares of Class D Common Stock held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,627,713 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"). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.