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 *

WARD JR STEPHEN M		 2. Issuer Name and Ticker or Trading Symbol

C3.ai, Inc. [ AI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O C3.AI, INC., 1400 SEAPORT BLVD		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/30/2023
(Street)

REDWOOD CITY, CA 94063		 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
(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 A Common Stock 5/30/2023  M(1)  4812 A$2.04 551307 D  
Class A Common Stock 5/30/2023  M(1)  66629 A$3.90 617936 D  
Class A Common Stock 5/30/2023  M(1)  48559 A$4.68 666495 D  
Class A Common Stock 5/30/2023  S(1)  120000 D$42.09 (2)546495 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 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
Stock Option (Right to Buy) $2.04 5/30/2023  M (1)    4812   (3)11/7/2027 Class A Common Stock 4812 $0.00 0 D  
Stock Option (Right to Buy) $3.90 5/30/2023  M (1)    66629   (4)11/27/2028 Class A Common Stock 66629 $0.00 22205 (5)D  
Stock Option (Right to Buy) $4.68 5/30/2023  M (1)    48559   (6)10/18/2029 Class A Common Stock 48559 $0.00 155373 (5)D  
Explanation of Responses:
(1) The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 28, 2022.
(2) Represents weighted average sales price. The shares were sold at prices ranging from $42.00 to $42.02. 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) The option grant is fully vested.
(4) Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 28, 2018 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.
(5) Due to rounding in connection with the reverse stock split, the total shares include an additional share that was not originally reported on the Reporting Person's Form 3.
(6) Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on October 17, 2019 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WARD JR STEPHEN M
C/O C3.AI, INC.
1400 SEAPORT BLVD
REDWOOD CITY, CA 94063		X
Signatures
/s/ Eric Jensen, Attorney-in-Fact6/1/2023
**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.
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