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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2175666	Direct
Class A Common Stock	4733170	Indirect
Class A Common Stock	1090917	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.86	2026-11-29	Class A Common Stock (1500000)		Direct
Stock Option (Right to Buy)	$2.04	2027-11-07	Class A Common Stock (3000000)		Direct
Stock Option (Right to Buy)	$3.90	2028-11-27	Class A Common Stock (3000000)		Direct
Stock Option (Right to Buy)	$4.68	2029-10-18	Class A Common Stock (5438182)		Direct
Stock Option (Right to Buy)	$11.16	2030-08-26	Class A Common Stock (6166666)		Direct
Class A-1 Common Stock	$		Class A Common Stock (5988974)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (2030288)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (500000)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (43378)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (43378)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (82582)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (82582)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (23914)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (23914)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (18623)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (18623)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (19009)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (19009)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (10250)		Indirect
Series A* Convertible Preferred Stock	$		Class B Common Stock (10250)		Indirect
Series B* Convertible Preferred Stock	$		Class A Common Stock (140165)		Indirect
Series B* Convertible Preferred Stock	$		Class A Common Stock (59834)		Indirect
Series B-1A* Convertible Preferred Stock	$		Class A Common Stock (30129)		Indirect
Series B-1A* Convertible Preferred Stock	$		Class A Common Stock (12861)		Indirect
Series B-1A* Convertible Preferred Stock	$		Class A Common Stock (38343)		Indirect
Series B-1B* Convertible Preferred Stock	$		Class A Common Stock (9216)		Indirect
Series B-1B* Convertible Preferred Stock	$		Class A Common Stock (45120)		Indirect
Series C Convertible Preferred Stock	$		Class A Common Stock (146198)		Indirect
Series F Convertible Preferred Stock	$		Class A Common Stock (1251920)		Indirect

Footnotes

F1: The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

F2: The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

F3: The options vest on an equal quarterly basis over the five (5) year period following November 30, 2016, so long as the Reporting Person continues to provide services through such vesting dates.

F4: The options vest on an equal quarterly basis over the five (5) year period following November 8, 2017, so long as the Reporting Person continues to provide services through such vesting dates.

F5: The options vest on an equal quarterly basis over the five (5) year period following November 28, 2018, so long as the Reporting Person continues to provide services through such vesting dates.

F6: The options vest on an equal quarterly basis over the five (5) year period following October 17, 2019, so long as the Reporting Person continues to provide services through such vesting dates.

F7: 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.

F8: The shares of Class A-1 Common Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Class A-1 Common Stock will be automatically converted into shares of Class A Common Stock.

F9: The shares of Series A Convertible Preferred Stock are convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series A Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.

F10: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/18/2018, of which the Reporting Person is the trustee.

F19: 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.

F20: 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.

F21: 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.

F22: 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.

F23: The shares of Series B Convertible Preferred Stock, Series B-1A Convertible Preferred Stock, Series B-1B Convertible Preferred Stock, Series C Preferred Stock and Series F Convertible Preferred Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. 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 B-1B Convertible Preferred Stock, Series C Preferred Stock and Series F Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock.

F24: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

F25: The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.