Clearwater Analytics Holdings Inc.
11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:31
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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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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| 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) |
(e.g., puts, calls, warrants, options, convertible securities)
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Common Stock | (1) | 11/13/2024 | M | 6,252,549 | (1) | (1) | Class A Common Stock | 6,252,549 | $ 0 | 12,266,776 | I | See footnote(2) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Galibier Purchaser, LLC C/O PERMIRA ADVISERS LLC 320 PARK AVENUE, 28TH FLOOR NEW YORK,, NY 10022 |
X | X | ||
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Galibier Holdings, LP C/O PERMIRA ADVISERS LLC 320 PARK AVENUE, 28TH FLOOR NEW YORK,, NY 10022 |
X | X | ||
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Galibier Holdings GP, LLC C/O PERMIRA ADVISERS LLC 320 PARK AVENUE, 28TH FLOOR NEW YORK,, NY 10022 |
X | X | ||
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Gali SCSp C/O PERMIRA MANAGEMENT S.A. R.L. 488 ROUTE DE LONGWY LUXEMBOURG, N4 1940 |
X | X | ||
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Permira VII GP S.a r.l. C/O PERMIRA MANAGEMENT S.A. R.L. 488 ROUTE DE LONGWY LUXEMBOURG, N4 1940 |
X | X |
Signatures
| /s/ Cedric Pedoni, Authorized Person for Galibier Purchaser, LLC | 11/15/2024 |
| **Signature of Reporting Person | Date |
| /s/ Cedric Pedoni, By: Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP | 11/15/2024 |
| **Signature of Reporting Person | Date |
| /s/ Cedric Pedoni, By: Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC | 11/15/2024 |
| **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 | 11/15/2024 |
| **Signature of Reporting Person | Date |
| /s/ Cedric Pedoni, By: Cedric Pedoni, Authorized Person for Permira VII GP S.a r.l. | 11/15/2024 |
| **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) | 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. |