C3.ai, Inc. — Director's Dealing 2020

Dec 8, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2020-12-08

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A-1 Common Stock	$		Class A Common Stock (673525)		Indirect
Series C* Preferred Stock	$		Class A Common Stock (584795)		Indirect
Series D Preferred Stock	$		Class A Common Stock (8535475)		Indirect
Series E Preferred Stock	$		Class A Common Stock (65591)		Indirect
Series F Preferred Stock	$		Class A Common Stock (3825203)		Indirect
Series G Preferred Stock	$		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 (i) 7,710,463 shares of Series D Preferred Stock ("Series D Preferred") of C3.ai, Inc. (the "Issuer"), (ii) 65,591 shares of Series E Preferred Stock ("Series E Preferred") of the Issuer, (iii) 1,020,054 shares of Series F Preferred Stock ("Series F Preferred") of the Issuer and (iv) 1,008,817 shares of Series G Preferred Stock ("Series G Preferred") of the Issuer.

F3: 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 (i) 2,805,149 shares of Series F Preferred and (ii) 1,513,225 shares of Series G Preferred.

F4: 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 (i) 673,525 shares of Class A-1 Common Stock ("A-1 Common Stock") of the Issuer, (ii) 584,795 shares of Series C* Preferred Stock ("Series C Preferred" and, together with the Series D Preferred, Series E Preferred, Series F Preferred and Series G Preferred, the "Preferred Stock") of the Issuer and (iii) 825,012 shares of Series D Preferred.

F5: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, (i) the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock ("Common Stock") of the Issuer at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock, and (ii) the shares of A-1 Common Stock are 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 Common Stock basis) into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of A-1 Common Stock.

F6: 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.

F7: 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.