C3.ai, Inc. — Director's Dealing 2021

Mar 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2021-03-08

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
2021-03-08	Class A Common Stock	S	423534	$82.80	Disposed	11633993	Indirect
2021-03-08	Class A Common Stock	S	268880	$85.40	Disposed	11365113	Indirect
2021-03-08	Class A Common Stock	S	88246	$86.55	Disposed	11276867	Indirect
2021-03-08	Class A Common Stock	S	89554	$87.49	Disposed	11187313	Indirect
2021-03-08	Class A Common Stock	S	43037	$88.31	Disposed	11144276	Indirect
2021-03-08	Class A Common Stock	S	20220	$89.48	Disposed	11124056	Indirect
2021-03-08	Class A Common Stock	S	31287	$90.64	Disposed	11092769	Indirect
2021-03-08	Class A Common Stock	S	30365	$91.36	Disposed	11062404	Indirect
2021-03-08	Class A Common Stock	S	4877	$92.23	Disposed	11057527	Indirect
2021-03-09	Class A Common Stock	S	617519	$83.99	Disposed	10440008	Indirect
2021-03-09	Class A Common Stock	S	211235	$85.20	Disposed	10228773	Indirect
2021-03-09	Class A Common Stock	S	57936	$86.26	Disposed	10170837	Indirect
2021-03-09	Class A Common Stock	S	31693	$87.12	Disposed	10139144	Indirect
2021-03-09	Class A Common Stock	S	3700	$88.05	Disposed	10135444	Indirect
2021-03-10	Class A Common Stock	S	83817	$83.68	Disposed	10051627	Indirect
2021-03-10	Class A Common Stock	S	195261	$84.46	Disposed	9856366	Indirect
2021-03-10	Class A Common Stock	S	31162	$85.21	Disposed	9825204	Indirect
2021-03-10	Class A Common Stock	S	27503	$86.41	Disposed	9797701	Indirect
2021-03-10	Class A Common Stock	S	3400	$87.67	Disposed	9794301	Indirect
2021-03-10	Class A Common Stock	S	15	$88.15	Disposed	9794286	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-15	Class B Common Stock	$	G	331	Disposed		Class A Common Stock (331)	Indirect
2021-01-15	Class B Common Stock	$	G	331	Disposed		Class A Common Stock (331)	Indirect
2021-01-15	Class B Common Stock	$	G	473	Disposed		Class A Common Stock (473)	Indirect
2021-01-15	Class B Common Stock	$	G	473	Disposed		Class A Common Stock (473)	Indirect
2021-01-15	Class B Common Stock	$	G	156	Disposed		Class A Common Stock (156)	Indirect
2021-01-15	Class B Common Stock	$	G	156	Disposed		Class A Common Stock (156)	Indirect
2021-01-15	Class B Common Stock	$	G	270	Disposed		Class A Common Stock (270)	Indirect
2021-01-15	Class B Common Stock	$	G	270	Disposed		Class A Common Stock (270)	Indirect
2021-01-15	Class B Common Stock	$	G	2460	Acquired		Class A Common Stock (2460)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2175666	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 (19009)	19009	Indirect
Class B Common Stock	$		Class A Common Stock (19009)	19009	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: The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.99. 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.

F3: Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.99. 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 $87.00 to $87.99. 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 $88.00 to $88.81. 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 $89.00 to $89.92. 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 $90.00 to $90.99. 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 $91.00 to $91.98. 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.

F9: Represents weighted average sales price. The shares were sold at prices ranging from $92.00 to $92.50. 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.

F10: Represents weighted average sales price. The shares were sold at prices ranging from $83.70 to $84.69. 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.

F11: Represents weighted average sales price. The shares were sold at prices ranging from $84.70 to $85.69. 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.

F12: Represents weighted average sales price. The shares were sold at prices ranging from $85.70 to $86.68. 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.

F13: Represents weighted average sales price. The shares were sold at prices ranging from $86.70 to $87.62. 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.

F14: Represents weighted average sales price. The shares were sold at prices ranging from $87.75 to $88.30. 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.

F15: Represents weighted average sales price. The shares were sold at prices ranging from $83.00 to $83.99. 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.

F16: Represents weighted average sales price. The shares were sold at prices ranging from $84.00 to $84.99. 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.

F17: Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.98. 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.

F18: Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.86. 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.

F19: Represents weighted average sales price. The shares were sold at prices ranging from $87.02 to $87.96. 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.

F20: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F21: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

F22: The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

F23: The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

F24: Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock automatically converted into shares of Class B Common Stock and had no expiration date.

F25: On January 25, 2021, shares held by the annuity trust were transferred to The Siebel Living Trust u/a/d 7/27/1983 to satisfy annuity payments.

F26: The shares are held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F27: The shares are held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee.

F28: 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.

F29: 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.

F30: 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.

F31: 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.

F32: 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.

F33: 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.

F34: On January 25, 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.

F35: 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.

F36: 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.

F37: 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.

F38: 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.