C3.ai, Inc. — Director's Dealing 2020

Dec 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2020-12-11

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (10% Owner)
Reporting Person: BONDERMAN DAVID (10% Owner)
Reporting Person: COULTER JAMES G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	16206631	—	Acquired	16206631	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-11	Class A-1 Common Stock	$	C	673525	Disposed		Class A Common Stock (673525)	Indirect
2020-12-11	Series C* Preferred Stock	$	C	584795	Disposed		Class A Common Stock (584795)	Indirect
2020-12-11	Series D Preferred Stock	$	C	8535475	Disposed		Class A Common Stock (8535475)	Indirect
2020-12-11	Series E Preferred Stock	$	C	65591	Disposed		Class A Common Stock (65591)	Indirect
2020-12-11	Series F Preferred Stock	$	C	3825203	Disposed		Class A Common Stock (3825203)	Indirect
2020-12-11	Series G Preferred Stock	$	C	2522042	Disposed		Class A Common Stock (2522042)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG Growth GenPar III Advisors, LLC, (ii) The Rise Fund GenPar Advisors, LLC and (iii) TPG Tech Adjacencies GenPar Advisors, LLC.

F2: TPG Growth GenPar III Advisors, LLC is general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Cadia, L.P., which directly holds 9,804,925 shares of Class A Common Stock ("Class A Common Stock") of C3.ai, Inc. (the "Issuer"). The Rise Fund GenPar Advisors, LLC is general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Cadia, L.P., which directly holds 4,318,374 shares of Class A Common Stock. TPG Tech Adjacencies GenPar Advisors, LLC is the general partner of TPG Tech Adjacencies SPV GP, LLC, which is the general partner of TPG Tech Adjacencies Cadia, L.P. (together with TPG Growth III Cadia, L.P. and The Rise Fund Cadia, L.P., the "TPG Funds"), which directly holds 2,083,332 shares of Class A Common Stock.

F3: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), on December 11, 2020, the shares of Class A-1 Common Stock of the Issuer (the "Class A-1 Common Stock") and the shares of Series C*, Series D, Series E, Series F and Series G Preferred Stock of the Issuer (collectively, the "Preferred Stock") held by the TPG Funds automatically converted into an aggregate of 16,206,631 shares of Class A Common Stock.

F4: Pursuant to the Certificate of Incorporation, (i) the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Preferred Stock, and (ii) the shares of Class A-1 Common Stock had been convertible upon the affirmative vote or written consent of a majority of the shares of Common Stock and Preferred Stock of the Issuer (voting together as a single class on an as-if-converted to Class A Common Stock basis) into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Class A-1 Common Stock.

F5: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F6: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.