C3.ai, Inc. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2021-12-20

Reporting Person: HOUSE PATRICIA A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-20	Class A Common Stock	M	1667	$1.68	Acquired	45397	Direct
2021-12-20	Class A Common Stock	M	6250	$1.86	Acquired	51647	Direct
2021-12-20	Class A Common Stock	M	3210	$2.04	Acquired	54857	Direct
2021-12-20	Class A Common Stock	M	3518	$3.90	Acquired	58375	Direct
2021-12-20	Class A Common Stock	M	37836	$11.16	Acquired	96211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-20	Stock Option (Right to Buy)	$1.68	M	1667	Disposed	2026-07-18	Class A Common Stock (1667)	Direct
2021-12-20	Stock Option (Right to Buy)	$1.86	M	6250	Disposed	2026-11-29	Class A Common Stock (6250)	Direct
2021-12-20	Stock Option (Right to Buy)	$2.04	M	3210	Disposed	2027-11-07	Class A Common Stock (3210)	Direct
2021-12-20	Stock Option (Right to Buy)	$3.90	M	3518	Disposed	2028-11-27	Class A Common Stock (3518)	Direct
2021-12-20	Stock Option (Right to Buy)	$11.16	M	37836	Disposed	2030-08-26	Class A Common Stock (37836)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	217755	Indirect

Footnotes

F1: The shares are held by the Patricia A. House 2020 2 Year GRAT created UTA dated September 22, 2020, of which the Reporting Person is trustee.

F2: Fully vested.

F3: Provided the Reporting Person remains a director of C3.ai, Inc. (the "Company") and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "First Option 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 First Option Quarterly Shares shall not occur and will be suspended (any such suspended First Option Quarterly Shares being referred to collectively as the "First Option Suspended Shares"). For any First Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 8, 2017, if the Reporting Person satisfies the attendance requirements in subsequent periods.

F4: Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.

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 28, 2018, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Second Option 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 Second Option Quarterly Shares shall not occur and will be suspended (any such suspended Second Option Quarterly Shares being referred to collectively as the "Second Option Suspended Shares"). For any Second Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 28, 2018, 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 August 28, 2020, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Third Option 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 Third Option Quarterly Shares shall not occur and will be suspended (any such suspended Third Option Quarterly Shares being referred to collectively as the "Third Option Suspended Shares"). For any Third Option Suspended Shares, such shares shall vest only following the fifth anniversary of August 28, 2020, if the Reporting Person satisfies the attendance requirements in subsequent periods.