Statement of Changes in Beneficial Ownership (4)
February 22 2023 - 6:25PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Valbrune Alphonse |
2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc.
[
CWAN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2023 |
(Street)
BOISE, ID 83702
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 2/21/2023 | | M | | 29896.00 (1) | A | $0.00 | 47380.00 (2) | D | |
Class A Common Stock | 2/21/2023 | | F | | 8999.00 (3) | D | $19.12 | 38381.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (4) | 2/20/2023 | | A | | 75000.00 | | (5) | 1/1/2033 | Class A Common Stock | 75000.00 | $0.00 | 75000.00 (6) | D | |
Explanation of Responses: |
(1) | The Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on September 24, 2021. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2022. |
(2) | Includes 495 shares of Class A Common Stock purchased on November 30, 2022, as part of the Issuer's Employee Stock Purchase Plan. In accordance with the Plan, these shares were purchased at a price equal to 85% of the lower of the closing price of the Issuer's Class A Common Stock on June 1, 2022, or November 30, 2022 in transactions exempted by Rule 16b-3(c) and/or Rule 16b-3(d). |
(3) | The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of Performance Stock Units. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person. |
(4) | Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock. |
(5) | The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023 |
(6) | This represents the unvested portion of the RSUs granted on February 20, 2023 and does not include other RSUs with different grant dates or vesting terms. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Valbrune Alphonse C/O CLEARWATER ANALYTICS HOLDINGS, INC. 777 W. MAIN STREET, SUITE 900 BOISE, ID 83702 |
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| Chief Legal Officer |
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Signatures
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/s/ Alphonse Valbrune | | 2/22/2023 |
**Signature of Reporting Person | Date |
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. |
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