FORM 4
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)3/27/2023  C  391675 D (1)(2)42791569 I See Footnotes (3)(4)(5)(7)
Class D Common Stock (3)3/27/2023  C  828372 D (1)(2)54004074 I See Footnotes (3)(4)(5)(7)
Class A Common Stock 3/27/2023  C  1220047 A (1)(2)1220047 I See Footnotes (3)(4)(5)(7)
Class A Common Stock 3/28/2023  S  1220047 D$14.50 (6)0 I See Footnotes (3)(4)(5)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
CWAN Holdings LLC Interests (1) (1)(2)3/28/2023  C     391675   (1)(2) (1)(2)Class A or Class D Common Stock (2)391675  (1)(2)42791569 I See Footnotes (3)(4)(5)(7)

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.

Remarks:
Form 2 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
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 Member3/28/2023
**Signature of Reporting PersonDate

WCAS XII ASSOCIATES LLC, By: /s/ Jonathan Rather, Managing Member3/28/2023
**Signature of Reporting PersonDate

WCAS XIII ASSOCIATES LLC, By: /s/ Jonathan Rather, Managing Member3/28/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Clearwater Analytics (NYSE:CWAN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Clearwater Analytics Charts.
Clearwater Analytics (NYSE:CWAN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Clearwater Analytics Charts.