C3.ai, Inc. — Director's Dealing 2020

Dec 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2020-08-27

Reporting Person: SIEBEL THOMAS M (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Siebel Living Trust u/a/d 7/27/93, as amended (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	5988974	—	Acquired	10722144	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-27	Stock Option (Right to Buy)	$11.16	A	6166666	Acquired	2030-08-26	Class A Common Stock (6166666)	Direct
2020-12-11	Class A-1 Common Stock	$	C	5988974	Disposed		Class A Common Stock (5988974)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	2030288	Disposed		Class B Common Stock (2030288)	Indirect
2020-12-11	Class B Common Stock	$	C	2030288	Acquired		Class A Common Stock (2030288)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	500000	Disposed		Class B Common Stock (500000)	Indirect
2020-12-11	Class B Common Stock	$	C	500000	Acquired		Class A Common Stock (500000)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	43378	Disposed		Class B Common Stock (43378)	Indirect
2020-12-11	Class B Common Stock	$	C	43378	Acquired		Class A Common Stock (43378)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	43378	Disposed		Class B Common Stock (43378)	Indirect
2020-12-11	Class B Common Stock	$	C	43378	Acquired		Class A Common Stock (43378)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	82582	Disposed		Class B Common Stock (82582)	Indirect
2020-12-11	Class B Common Stock	$	C	82582	Acquired		Class A Common Stock (82582)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	82582	Disposed		Class B Common Stock (82582)	Indirect
2020-12-11	Class B Common Stock	$	C	82582	Acquired		Class A Common Stock (82582)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	23914	Disposed		Class B Common Stock (23914)	Indirect
2020-12-11	Class B Common Stock	$	C	23914	Acquired		Class A Common Stock (23914)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	23914	Disposed		Class B Common Stock (23914)	Indirect
2020-12-11	Class B Common Stock	$	C	23914	Acquired		Class A Common Stock (23914)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	18623	Disposed		Class B Common Stock (18623)	Indirect
2020-12-11	Class B Common Stock	$	C	18623	Acquired		Class A Common Stock (18623)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	18623	Disposed		Class B Common Stock (18623)	Indirect
2020-12-11	Class B Common Stock	$	C	18623	Acquired		Class A Common Stock (18623)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	19009	Disposed		Class B Common Stock (19009)	Indirect
2020-12-11	Class B Common Stock	$	C	19009	Acquired		Class A Common Stock (19009)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	19009	Disposed		Class B Common Stock (19009)	Indirect
2020-12-11	Class B Common Stock	$	C	19009	Acquired		Class A Common Stock (19009)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	10250	Disposed		Class B Common Stock (10250)	Indirect
2020-12-11	Class B Common Stock	$	C	10250	Acquired		Class A Common Stock (10250)	Indirect
2020-12-11	Series A* Convertible Preferred	$	C	10250	Disposed		Class B Common Stock (10250)	Indirect
2020-12-11	Class B Common Stock	$	C	10250	Acquired		Class A Common Stock (10250)	Indirect

Footnotes

F1: Immediately upon the closing of the Issuer's initial public offering, all shares of Class A-1 Common Stock automatically converted into shares of Class A Common Stock and had no expiration date.

F2: The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

F3: The options vest on an equal quarterly basis over the five (5) year period following August 28, 2020, so long as the Reporting Person continues
to provide services through such vesting dates.

F4: Fully vested.

F5: Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock automatically converted into shares of Class B Common Stock and had no expiration date.

F6: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F7: The shares are held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F8: The shares are held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F9: The shares are held by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, of which the Reporting Person is the trustee.

F10: The shares are held by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, of which the Reporting Person is the trustee.

F11: The shares are held by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, of which the Reporting Person is the trustee.

F12: The shares are held by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, of which the Reporting Person is the trustee.

F13: The shares are held by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, of which the Reporting Person is the trustee.

F14: The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/13/2018, of which the Reporting Person is the trustee.

F15: The shares are held by The Siebel 2020 Annuity Trust I u/a/d 3/4/2020, of which the Reporting Person is the trustee.

F16: The shares are held by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020, of which the Reporting Person is the trustee.

F17: The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee.

F18: The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee.