C3.ai, Inc. — Director's Dealing 2021

Jun 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2021-06-07

Reporting Person: SIEBEL THOMAS M (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Siebel Living Trust u/a/d 7/27/93, as amended (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-07	Class A Common Stock	S	424991	$60.05	Disposed	8814481	Indirect
2021-06-07	Class A Common Stock	S	73367	$61.34	Disposed	8741114	Indirect
2021-06-07	Class A Common Stock	S	1642	$62.00	Disposed	8739472	Indirect
2021-06-08	Class A Common Stock	S	265269	$62.87	Disposed	8474203	Indirect
2021-06-08	Class A Common Stock	S	351741	$64.06	Disposed	8122462	Indirect
2021-06-08	Class A Common Stock	S	32990	$64.51	Disposed	8089472	Indirect
2021-06-09	Class A Common Stock	S	121514	$64.55	Disposed	7967958	Indirect
2021-06-09	Class A Common Stock	S	22842	$65.07	Disposed	7945116	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Class B Common Stock	$	G	43047	Disposed		Class A Common Stock (43047)	Indirect
2021-03-31	Class B Common Stock	$	G	43047	Disposed		Class A Common Stock (43047)	Indirect
2021-06-07	Class B Common Stock	$	G	1217	Disposed		Class A Common Stock (1217)	Indirect
2021-06-07	Class B Common Stock	$	G	1217	Disposed		Class A Common Stock (1217)	Indirect
2021-06-07	Class B Common Stock	$	G	2434	Acquired		Class A Common Stock (2434)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1756390	Direct
Class A Common Stock	9216	Indirect
Class A Common Stock	170294	Indirect
Class A Common Stock	72695	Indirect
Class A Common Stock	1237115	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (500000)	500000	Indirect
Class B Common Stock	$		Class A Common Stock (82109)	82109	Indirect
Class B Common Stock	$		Class A Common Stock (82109)	82109	Indirect
Class B Common Stock	$		Class A Common Stock (23758)	23758	Indirect
Class B Common Stock	$		Class A Common Stock (23758)	23758	Indirect
Class B Common Stock	$		Class A Common Stock (18353)	18353	Indirect
Class B Common Stock	$		Class A Common Stock (18353)	18353	Indirect
Class B Common Stock	$		Class A Common Stock (10250)	10250	Indirect
Class B Common Stock	$		Class A Common Stock (10250)	10250	Indirect

Footnotes

F1: Represents weighted average sales price. The shares were sold at prices ranging from $60.00 to $60.96. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

F3: Represents weighted average sales price. The shares were sold at prices ranging from $61.00 to $61.98. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: Represents weighted average sales price. The shares were sold at prices ranging from $62.50 to $63.49. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Represents weighted average sales price. The shares were sold at prices ranging from $63.50 to $64.47. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: Represents weighted average sales price. The shares were sold at prices ranging from $64.50 to $64.60. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: Represents weighted average sales price. The shares were sold at prices ranging from $64.00 to $64.98. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F8: Represents weighted average sales price. The shares were sold at prices ranging from $65.00 to $65.14. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F9: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F10: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

F11: The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

F12: The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

F13: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

F14: On March 31, 2021, shares held by the annuity trust were transferred to the beneficiaries of the trust to satisfy annuity payments.

F15: The shares were held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F16: The shares were held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F17: On June 7, 2021, shares held by the annuity trust were transferred to The Siebel Living Trust u/a/d 7/27/1983 to satisfy annuity payments.

F18: The shares are held by The Siebel 2020 Annuity Trust I u/a/d 3/4/2020, of which the Reporting Person is the trustee.

F19: The shares are held by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020, of which the Reporting Person is the trustee.

F20: On June 7, 2021, these shares that were held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1983 to satisfy annuity payments.

F21: The shares are held by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, of which the Reporting Person is the trustee.

F22: The shares are held by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, of which the Reporting Person is the trustee.

F23: The shares are held by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, of which the Reporting Person is the trustee.

F24: The shares are held by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, of which the Reporting Person is the trustee.

F25: The shares are held by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, of which the Reporting Person is the trustee.

F26: Previous Form 4 filed on March 10, 2021 contained a typo in the amount of securities beneficially owned. This amount has been corrected in this Form 4.

F27: The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/18/2018, of which the Reporting Person is the trustee.

F28: The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee.

F29: The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee.