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: ABBO EDWARD Y (Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	776927	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.56	2024-01-20	Class A Common Stock (309562)		Direct
Stock Option (Right to Buy)	$1.68	2026-07-12	Class A Common Stock (107143)		Direct
Stock Option (Right to Buy)	$1.86	2026-11-29	Class A Common Stock (250000)		Direct
Stock Option (Right to Buy)	$2.82	2028-05-22	Class A Common Stock (61110)		Direct
Stock Option (Right to Buy)	$4.56	2029-06-12	Class A Common Stock (166666)		Direct
Stock Option (Right to Buy)	$4.56	2030-07-05	Class A Common Stock (166666)		Direct
Series B* Convertible Preferred Stock	$		Class A Common Stock (50000)		Indirect
Series B* Convertible Preferred Stock	$		Class A Common Stock (75000)		Indirect
Series B-1A* Convertible Preferred Stock	$		Class A Common Stock (38343)		Indirect
Series D Convertible Preferred Stock	$		Class A Common Stock (63647)		Direct
Series D Convertible Preferred Stock	$		Class A Common Stock (4666)		Indirect
Series D Convertible Preferred Stock	$		Class A Common Stock (10578)		Indirect

Footnotes

F1: Fully vested.

F2: Twenty percent (20%) of the shares subject to the option grant vested on May 16, 2017, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

F3: Twenty percent (20%) of the shares subject to the option grant vested on November 30, 2017, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

F4: Twenty percent (20%) of the shares subject to the option grant vested on May 23, 2019, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. Original option grant was for 83,332 shares, of which 22,222 shares have been exercised.

F5: Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2020, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

F6: Twenty percent (20%) of the shares subject to the option grant vest on May 1, 2021, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

F7: 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.

F8: The shares are held by the Abbo 2012 Children's Trust, of which the Reporting Person is trustee.

F9: The shares are held by the Edward Y. Abbo and Alison C. Abbo 2001 Family Trust, of which the Reporting Person is trustee.