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C3.ai, Inc. — Director's Dealing 2020
Dec 8, 2020
31545_dirs_2020-12-08_f78fbe1e-9d12-40f1-9a2e-238a732773f2.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2020-12-08
Reporting Person: Rice Condoleezza (Director)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 52700 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $0.60 | 2021-01-17 | Class A Common Stock (11400) | Direct | |
| Stock Option (Right to Buy) | $0.60 | 2022-10-24 | Class A Common Stock (85381) | Direct | |
| Stock Option (Right to Buy) | $1.56 | 2024-10-20 | Class A Common Stock (22448) | Direct | |
| Stock Option (Right to Buy) | $1.68 | 2025-10-19 | Class A Common Stock (22448) | Direct | |
| Stock Option (Right to Buy) | $1.68 | 2026-07-18 | Class A Common Stock (33333) | Direct | |
| Stock Option (Right to Buy) | $1.86 | 2026-11-29 | Class A Common Stock (41666) | Direct | |
| Stock Option (Right to Buy) | $2.04 | 2027-11-07 | Class A Common Stock (64166) | Direct | |
| Stock Option (Right to Buy) | $3.90 | 2028-11-27 | Class A Common Stock (70333) | Direct | |
| Stock Option (Right to Buy) | $4.68 | 2029-10-18 | Class A Common Stock (135954) | Direct | |
| Stock Option (Right to Buy) | $11.16 | 2030-08-26 | Class A Common Stock (100833) | Direct | |
| Stock Option (Right to Buy) | $11.16 | 2030-09-22 | Class A Common Stock (5000) | Direct | |
| Series B-1A* Convertible Preferred | $ | Class A Common Stock (15337) | Direct | ||
| Series D Convertible Preferred | $ | Class A Common Stock (6350) | Direct |
Footnotes
F1: Fully vested.
F2: Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board of Directors (the "Board") during each fiscal quarter, commencing on September 30, 2015 (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: 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.
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 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.
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 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.
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 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.
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 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.
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 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.
F9: 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.
F10: The shares of Series B-1A Convertible Preferred Stock and Series D 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-1A Convertible Preferred Stock and Series D Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock.