Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. 2. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [CWAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON AND STOWE, 599 LEXINGTON AVENUE, SUITE 1800 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2024 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Common Stock(1) 11/13/2024 C 8,833,725 D (1)(2) 17,353,935 I See Footnotes(3)(4)(6) Class D Common Stock(1) 11/13/2024 C 6,705,720 D (1)(2) 13,132,653 I See Footnotes(3)(4)(6) Class A Common Stock 11/13/2024 C 15,539,445 D (1)(2) 15,539,445 I See Footnotes(3)(4)(6) Class C Common Stock(2) 11/13/2024 S 15,539,445 D $29.11(5) 0 I See Footnotes(3)(4)(6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

CWAN Holdings LLC Interests

(1)(2)

11/13/2024

C

8,833,725

(1)(2)

(1)(2)

Class A or Class C Common Stock(2)

8,833,725

(1)(2)

17,353,935

I

See Footnotes(3)(4)(6)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK, NY 10022		X
WCAS GP CW LLC C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK, NY 10022		X
WCAS XIII Carbon Investors, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK, NY 10022		X
WCAS XIII Associates LLC C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK, NY 10022		X

Signatures

WCAS XIII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member	11/13/2024
**Signature of Reporting Person	Date
WCAS GP CW LLC, By: WCAS XIII Associates LLC, its managing member /s/ Jonathan Rather, Managing Member	11/13/2024
**Signature of Reporting Person	Date
WCAS XIII CARBON INVESTORS, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member	11/13/2024
**Signature of Reporting Person	Date
WCAS XIII ASSOCIATES LLC, By: /s/ Jonathan Rather, Managing Member	11/13/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	Includes 16,048,336 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,054,717 shares of Class C Common Stock directly held by WCAS GP CW LLC and 12,956,360 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). Additionally, 250,882 shares of Class C Common Stock and 176,293 shares of Class D Common Stock are directly held by WCAS XIII Associates LLC, which were received in distributions, for no consideration, by the WCAS Entities, through the date of this Form 4. The holdings by the WCAS Entities reflected in this Footnote 3 give effect to these distributions.
(4)	The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, 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.
(5)	This amount represents a price to the underwriter of $29.11 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.
(6)	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.

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