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: Rice Condoleezza (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	15337	—	Acquired	38037	Direct
2020-12-11	Class A Common Stock	C	6350	—	Acquired	74387	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-27	Stock Option (Right to Buy)	$11.16	A	100833	Acquired	2020-08-26	Class A Common Stock (100833)	Direct
2020-09-23	Stock Option (Right to Buy)	$11.16	A	5000	Acquired	2020-09-23	Class A Common Stock (5000)	Direct
2020-12-11	Series B-1A* Convertible Preferred Stock	$	C	15337	Disposed		Class A Common Stock (15337)	Direct
2020-12-11	Series D Convertible Preferred Stock	$	C	6350	Disposed		Class A Common Stock (6350)	Direct

Footnotes

F1: Immediately upon the closing of the Issuer's initial public offering, all shares of Series B-1A* Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted on a 1:1 basis into shares of Class A Common Stock and had no expiration date.

F2: 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 August 28, 2020 (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.

F3: 1/12th of the shares subject to the option vest each month following August 27, 2020 (the "Vesting Commencement Date"), until all of the
shares subject to the option are fully vested on the first anniversary of the Vesting Commencement Date, subject to the Reporting Person
continuing to provide services as a director as of each such vest date.