| 1. Name
and Address of Reporting Person * WCAS XII 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 (MM/DD/YYYY)
3/27/2023
|
|
(Street)
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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)
|
Rule 10b5-1(c) Transaction Indication
☐ 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. |
| Explanation of
Responses: |
| (1) |
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. |
| (2) |
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. |
| (3) |
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"). |
| (4) |
(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. |
| (5) |
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. |
| (6) |
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. |
| (7) |
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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
WCAS XII CARBON ANALYTICS ACQUISITION, L.P.
C/O WELSH, CARSON, ANDERSON AND STOWE
599 LEXINGTON AVENUE, SUITE 1800
NEW YORK, NY 10022 |
|
X |
|
|
WCAS XII ASSOCIATES LLC
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 XII CARBON ANALYTICS ACQUISITION, L.P., By:
WCAS XII Associates LLC, its general partner /s/ Jonathan Rather,
Managing Member |
|
3/28/2023 |
| **Signature of Reporting
Person |
Date |
|
WCAS XII ASSOCIATES LLC, By: /s/ Jonathan Rather,
Managing Member |
|
3/28/2023 |
| **Signature of Reporting
Person |
Date |
|
WCAS XIII ASSOCIATES LLC, By: /s/ Jonathan
Rather, Managing Member |
|
3/28/2023 |
| **Signature of Reporting
Person |
Date |