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: HOUSE PATRICIA A (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	486924	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.68	2026-07-18	Class A Common Stock (1666)		Direct
Stock Option (Right to Buy)	$1.86	2026-11-29	Class A Common Stock (6250)		Direct
Stock Option (Right to Buy)	$2.04	2027-11-07	Class A Common Stock (22458)		Direct
Stock Option (Right to Buy)	$3.90	2028-11-27	Class A Common Stock (38683)		Direct
Stock Option (Right to Buy)	$4.68	2029-10-18	Class A Common Stock (81572)		Direct
Stock Option (Right to Buy)	$11.16	2030-08-26	Class A Common Stock (151333)		Direct
Series A* Convertible Preferred Stock	$		Class B Common Stock (500000)		Direct
Series B-1B* Convertible Preferred Stock	$		Class A Common Stock (9216)		Direct
Series D Convertible Preferred Stock	$		Class A Common Stock (106402)		Direct
Series E Convertible Preferred Stock	$		Class A Common Stock (13997)		Direct
Series F Convertible Preferred Stock	$		Class A Common Stock (51002)		Direct
Series G Convertible Preferred Stock	$		Class A Common Stock (50033)		Direct

Footnotes

F1: 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. Original option grant was for 33,333 shares, of which 31,666 shares have been exercised.

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 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. Original option grant was for 41,666 shares, of which 35,416 shares have been exercised.

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 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. Original option grant was for 64,166 shares, of which 41,708 shares have been exercised.

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 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. Original option grant was for 70,333 shares, of which 31,650 shares have been exercised.

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 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. Original option grant was for 135,954 shares, of which 54,381 shares have been exercised.

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 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.

F7: 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.

F8: The 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 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 D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock.