Statement of Changes in Beneficial Ownership (4)

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
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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

1. Name and Address of Reporting Person ^* Behzadi Houman	2. Issuer Name and Ticker or Trading Symbol C3.ai, Inc. [ AI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Product Officer
(Last) (First) (Middle) C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 11/15/2021
(Street) REDWOOD CITY, CA 94063 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2021		M⁽¹⁾		15887	A	$1.68	347495	D
Class A Common Stock	11/15/2021		S⁽¹⁾		11145	D	$48.41 ⁽²⁾	336350	D
Class A Common Stock	11/15/2021		S⁽¹⁾		1400	D	$49.31 ⁽³⁾	334950	D
Class A Common Stock	11/15/2021		S⁽¹⁾		2839	D	$50.40 ⁽⁴⁾	332111	D
Class A Common Stock	11/15/2021		S⁽¹⁾		503	D	$51.26 ⁽⁵⁾	331608	D

*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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.68	11/15/2021		M ⁽¹⁾			15887	⁽⁶⁾	7/12/2026	Class A Common Stock	15887	$0.00	85673	D

Explanation of Responses:
(1)	Transaction pursuant to a previously established Rule 10b5-1 Plan.
(2)	Represents weighted average sales price. The shares were sold at prices ranging from $47.93 to $48.91. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3)	Represents weighted average sales price. The shares were sold at prices ranging from $48.93 to $49.61. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4)	Represents weighted average sales price. The shares were sold at prices ranging from $50.03 to $50.94. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5)	Represents weighted average sales price. The shares were sold at prices ranging from $51.04 to $51.57. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6)	Twenty percent (20%) of the shares subject to the option grant vested on May 16, 2017, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Behzadi Houman C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA 94063			Chief Product Officer