Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 09 2024 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Clearwater
Analytics Holdings, Inc.
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
185123106
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a
prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 185123106 | Schedule 13G | Page 2 of 10 |
| 1 |
Names
of Reporting Persons
Galibier
Purchaser, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
25,192,059 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
25,192,059 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
21.9% |
| 12 |
Type
of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 3 of 10 |
| 1 |
Names
of Reporting Persons
Galibier
Holdings, LP |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
25,192,059 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
25,192,059 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
21.9% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP No. 185123106 | Schedule 13G | Page 4 of 10 |
| 1 |
Names
of Reporting Persons
Galibier
Holdings GP, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
25,192,059 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
25,192,059 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
21.9% |
| 12 |
Type
of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 5 of 10 |
| 1 |
Names
of Reporting Persons
Gali
SCSp |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Luxembourg |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
25,192,059 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
25,192,059 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
21.9% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP No. 185123106 | Schedule 13G | Page 6 of 10 |
| 1 |
Names
of Reporting Persons
Permira
VII GP S.a r.l. |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Luxembourg |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
25,192,059 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
25,192,059 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
21.9% |
| 12 |
Type
of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 7 of 10 |
| ITEM
1. |
(a) | Name
of Issuer: |
Clearwater
Analytics Holdings, Inc. (the “Issuer”).
| (b) | Address
of Issuer’s Principal Executive Offices: |
777
W. Main Street, Suite 900, Boise, ID 83702
| ITEM
2. | (a) |
Name of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
Galibier
Purchaser, LLC
Galibier
Holdings, LP
Galibier
Holdings GP, LLC
Gali
SCSp
Permira
VII GP S.a r.l.
| (b) | Address
or Principal Business Office: |
The
principal business address for each of the Reporting Persons is c/o Permira Luxembourg S.a r.l., 488, route de Longwy, L-1940 Luxembourg.
| (c) | Citizenship
of each Reporting Person is: |
Each
of Galibier Purchaser, LLC, Galibier Holdings, LP and Galibier Holdings GP, LLC is organized under the laws of the State of Delaware.
Each
of Gali SCSp and Permira VII GP S.a r.l. is organized under the laws of Luxembourg.
| (d) | Title
of Class of Securities: |
Class
A Common Stock, par value $0.001 per share (“Class A Common Stock”).
185123106
Not
applicable.
| CUSIP No. 185123106 | Schedule 13G | Page 8 of 10 |
(a-c)
The
ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023,
based upon 89,945,389 shares of Class A Common Stock outstanding as of October 26, 2023, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.
| Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition of: | |
| Galibier Purchaser, LLC | |
| 25,192,059 | | |
| 21.9 | % | |
| 0 | | |
| 25,192,059 | | |
| 0 | | |
| 25,192,059 | |
| Galibier Holdings, LP | |
| 25,192,059 | | |
| 21.9 | % | |
| 0 | | |
| 25,192,059 | | |
| 0 | | |
| 25,192,059 | |
| Galibier Holdings GP, LLC | |
| 25,192,059 | | |
| 21.9 | % | |
| 0 | | |
| 25,192,059 | | |
| 0 | | |
| 25,192,059 | |
| Gali SCSp | |
| 25,192,059 | | |
| 21.9 | % | |
| 0 | | |
| 25,192,059 | | |
| 0 | | |
| 25,192,059 | |
| Permira VII GP S.a r.l. | |
| 25,192,059 | | |
| 21.9 | % | |
| 0 | | |
| 25,192,059 | | |
| 0 | | |
| 25,192,059 | |
Galibier
Purchaser, LLC may be deemed to be the beneficial owner of 25,192,059 shares of Class A Common Stock issuable upon conversion of an equal
number of shares of Class D Common Stock that are convertible within 60 days of December 31, 2023.
Permira
VII GP S.a r.l. is the general partner of Gali SCSp, which is the sole member of Galibier Holdings GP, LLC, which is the general partner
of Galibier Holdings, LP, which is the sole member of Galibier Purchaser, LLC. As a result, each of the foregoing entities may be deemed
to share beneficial ownership over the securities reported herein.
| ITEM
5. | Ownership
of Five Percent or Less of a Class. |
Not
applicable.
| ITEM
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| ITEM
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not
applicable.
| ITEM
8. | Identification
and Classification of Members of the Group. |
See
Exhibit 99.2.
| ITEM
9. | Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
| CUSIP No. 185123106 | Schedule 13G | Page 9 of 10 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 9, 2024
| |
Galibier
Purchaser, LLC |
| |
|
|
| |
By: |
/s/
Cedric Pedoni |
| |
Name: |
Cedric
Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
Galibier
Holdings, LP |
| |
|
|
| |
By: |
Galibier
Holdings GP, LLC, general partner of Galibier Holdings, LP |
| |
|
|
| |
By: |
/s/
Cedric Pedoni |
| |
Name: |
Cedric
Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
Galibier
Holdings GP, LLC |
| |
|
|
| |
By: |
/s/
Cedric Pedoni |
| |
Name: |
Cedric
Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
Gali
SCSp |
| |
|
|
| |
By: |
Permira
VII GP S.a r.l., general partner of Gali SCSp |
| |
|
|
| |
By: |
/s/
Cedric Pedoni |
| |
Name: |
Cedric
Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
Permira
VII GP S.a r.l. |
| |
|
|
| |
By: |
/s/
Cedric Pedoni |
| |
Name: |
Cedric
Pedoni |
| |
Title: |
Manager |
| CUSIP No. 185123106 | Schedule 13G | Page 10 of 10 |
LIST
OF EXHIBITS
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