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: HOUSE PATRICIA A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-21	Class A Common Stock	M	33319	$0.60	Acquired	286325	Direct
2020-09-21	Class A Common Stock	M	8979	$1.56	Acquired	295304	Direct
2020-09-21	Class A Common Stock	M	13468	$1.68	Acquired	308772	Direct
2020-09-21	Class A Common Stock	M	23333	$1.86	Acquired	332105	Direct
2020-09-21	Class A Common Stock	M	27082	$1.86	Acquired	359187	Direct
2020-09-21	Class A Common Stock	M	41707	$2.04	Acquired	400894	Direct
2020-09-21	Class A Common Stock	M	31649	$3.90	Acquired	432543	Direct
2020-09-21	Class A Common Stock	M	54381	$4.68	Acquired	486924	Direct
2020-12-11	Class A Common Stock	C	9216	—	Acquired	496140	Direct
2020-12-11	Class A Common Stock	C	106402	—	Acquired	602542	Direct
2020-12-11	Class A Common Stock	C	13997	—	Acquired	616539	Direct
2020-12-11	Class A Common Stock	C	51002	—	Acquired	667541	Direct
2020-12-11	Class A Common Stock	C	50033	—	Acquired	717574	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	151333	Acquired	2030-08-26	Class A Common Stock (151333)	Direct
2020-09-21	Stock Option (Right to Buy)	$0.60	M	33319	Disposed	2022-10-24	Class A Common Stock (33319)	Direct
2020-09-21	Stock Option (Right to Buy)	$1.56	M	8979	Disposed	2024-10-20	Class A Common Stock (8979)	Direct
2020-09-21	Stock Option (Right to Buy)	$1.68	M	13468	Disposed	2025-10-19	Class A Common Stock (13468)	Direct
2020-09-21	Stock Option (Right to Buy)	$1.68	M	23333	Disposed	2026-07-18	Class A Common Stock (23333)	Direct
2020-09-21	Stock Option (Right to Buy)	$1.86	M	27082	Disposed	2026-11-29	Class A Common Stock (27082)	Direct
2020-09-21	Stock Option (Right to Buy)	$2.04	M	41707	Disposed	2027-11-07	Class A Common Stock (41707)	Direct
2020-09-21	Stock Option (Right to Buy)	$3.90	M	31649	Disposed	2029-11-27	Class A Common Stock (31649)	Direct
2020-09-21	Stock Option (Right to Buy)	$4.68	M	54381	Disposed	2029-10-18	Class A Common Stock (64381)	Direct
2020-12-11	Series A* Convertible Preferred	$	C	500000	Disposed		Class B Common Stock (500000)	Direct
2020-12-11	Class B Common Stock	$	C	500000	Acquired		Class A Common Stock (500000)	Direct
2020-12-11	Series B-1B* Convertible Preferred Stock	$	C	9216	Disposed		Class A Common Stock (9216)	Direct
2020-12-11	Series D Convertible Preferred Stock	$	C	106402	Disposed		Class A Common Stock (106402)	Direct
2020-12-11	Series E Convertible Preferred Stock	$	C	13997	Disposed		Class A Common Stock (13997)	Direct
2020-12-11	Series F Convertible Preferred Stock	$	C	51002	Disposed		Class A Common Stock (51002)	Direct
2020-12-11	Series G Convertible Preferred Stock	$	C	50033	Disposed		Class A Common Stock (50033)	Direct

Footnotes

F1: 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, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted 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: Fully vested.

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 June 30, 2016 (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.

F5: 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 30, 2016 (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.

F6: 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 8, 2017 (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.

F7: 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.

F8: 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 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.

F9: 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.