C3.ai Inc.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 15:51

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
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SIEBEL THOMAS M
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [AI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O C3.AI, INC., 1400 SEAPORT BLVD 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
REDWOOD CITY, CA 94603 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 A Common Stock 11/01/2024 M 53,125 A (1) 1,809,515 D
Class A Common Stock 11/01/2024 F 26,924 D $25.03 1,782,591 D
Class A Common Stock 11/04/2024 G 26,201 D $ 0 1,756,390 D
Class A Common Stock 11/04/2024 G 26,201 A $ 0 4,959,934 I See Footnote(2)
Class A Common Stock 9,216 I See Footnote(3)
Class A Common Stock 170,924 I See Footnote(4)
Class A Common Stock 72,695 I See Footnote(5)
Class A Common Stock 1,237,115 I See Footnote(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Restricted Stock Units (1) 11/01/2024 M 53,125 (7) (7) Class A Common Stock 53,125 $ 0 318,750 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIEBEL THOMAS M
C/O C3.AI, INC.
1400 SEAPORT BLVD
REDWOOD CITY, CA 94603 		X X CHIEF EXECUTIVE OFFICER

Signatures

/s/ Eric Jensen, Attorney-in-Fact 11/04/2024
**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) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
(2) The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
(3) The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
(4) The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
(5) The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
(6) The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
(7) 6.25% of each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
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.