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: MCCAFFERY MICHAEL G (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	321699	Direct
Class A Common Stock	472707	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$11.16	2030-08-26	Class A Common Stock (201666)		Direct
Series B* Convertible Preferred Stock	$		Class A Common Stock (250000)		Indirect
Series B-1A* Convertible Preferred Stock	$		Class A Common Stock (53739)		Indirect
Series D Convertible Preferred Stock	$		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: 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: The shares of Series B Convertible Preferred Stock, 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 Convertible Preferred Stock, Series B-1A Convertible Preferred Stock and Series D Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock.