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: MCCAFFERY MICHAEL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-11	Class A Common Stock	M	203931	$4.68	Acquired	628779	Direct
2020-11-11	Class A Common Stock	G	307080	$0.00	Disposed	321699	Direct
2020-11-11	Class A Common Stock	G	307080	$0.00	Acquired	472707	Indirect
2020-12-11	Class A Common Stock	C	250000	—	Acquired	722707	Indirect
2020-12-11	Class A Common Stock	C	53739	—	Acquired	776446	Indirect
2020-12-11	Class A Common Stock	C	78966	—	Acquired	855412	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	201666	Acquired	2030-08-26	Class A Common Stock (201666)	Direct
2020-09-11	Stock Option (Right to Buy)	$4.68	M	203931	Disposed	2029-10-18	Class A Common Stock (203931)	Direct
2020-12-11	Series B* Convertible Preferred Stock	$	C	250000	Disposed		Class A Common Stock (250000)	Indirect
2020-12-11	Series B-1A* Convertible Preferred Stock	$	C	53739	Disposed		Class A Common Stock (53739)	Indirect
2020-12-11	Series D Convertible Preferred Stock	$	C	78966	Disposed		Class A Common Stock (78966)	Indirect

Footnotes

F1: Shares are held by the McCaffery Family Trust as amended 12/18/00, of which the Reporting Person is trustee.

F2: Immediately upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock, 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.

F3: 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.

F4: 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.