Clearwater Analytics Holdings Inc.

09/24/2024 | Press release | Distributed by Public on 09/24/2024 14:57

Amendment to Statement of Changes in Beneficial Ownership - Form 4/A

Ownership Submission
FORM 4/A
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 *
Galibier Purchaser, LLC
2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [CWAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PERMIRA ADVISERS LLC , 320 PARK AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
2024-08-28
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Galibier Purchaser, LLC
C/O PERMIRA ADVISERS LLC
320 PARK AVENUE, 28TH FLOOR
NEW YORK,, NY10022
X X
Galibier Holdings, LP
C/O PERMIRA ADVISERS LLC
320 PARK AVENUE, 28TH FLOOR
NEW YORK,, NY10022
X X
Galibier Holdings GP, LLC
C/O PERMIRA ADVISERS LLC
320 PARK AVENUE, 28TH FLOOR
NEW YORK,, NY10022
X X
Gali SCSp
C/O PERMIRA MANAGEMENT S.A R.L.
488 ROUTE DE LONGWY
LUXEMBOURG, N41940
X X
Permira VII GP S.a r.l.
C/O PERMIRA MANAGEMENT S.A R.L.
488 ROUTE DE LONGWY
LUXEMBOURG, N41940
X X

Signatures

/s/ Cedric Pedoni, Authorized Person for Galibier Purchaser, LLC 2024-09-24
**Signature of Reporting Person Date
/s/ Cedric Pedoni By Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP 2024-09-24
**Signature of Reporting Person Date
/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC 2024-09-24
**Signature of Reporting Person Date
/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Permira VII GP S.a r.l., general partner of Gali SCSp 2024-09-24
**Signature of Reporting Person Date
/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Permira VII GP S.a r.l. 2024-09-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Class D common stock ("Class D Common Stock") has ten votes per share and may be exchanged at any time, at the option of the holder, for shares of Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer's common stock and (ii) the date that is seven years following the closing of the Issuer's initial public offering.
(2) Galibier Purchaser, LLC is the record holder of the securities reported herein. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together, the "Permira Entities"). Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Galibier Purchaser, LLC. Each of them disclaim any such beneficial ownership except to the extent of its pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.