C3.ai, Inc. — Director's Dealing 2023

Jun 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2023-05-30

Reporting Person: WARD JR STEPHEN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-30	Class A Common Stock	M	4812	$2.04	Acquired	551307	Direct
2023-05-30	Class A Common Stock	M	66629	$3.90	Acquired	617936	Direct
2023-05-30	Class A Common Stock	M	48559	$4.68	Acquired	666495	Direct
2023-05-30	Class A Common Stock	S	120000	$42.09	Disposed	546495	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-30	Stock Option (Right to Buy)	$2.04	M	4812	Disposed	2027-11-07	Class A Common Stock (4812)	Direct
2023-05-30	Stock Option (Right to Buy)	$3.90	M	66629	Disposed	2028-11-27	Class A Common Stock (66629)	Direct
2023-05-30	Stock Option (Right to Buy)	$4.68	M	48559	Disposed	2029-10-18	Class A Common Stock (48559)	Direct

Footnotes

F1: The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 28, 2022.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $42.00 to $42.02. 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: The option grant is fully vested.

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.

F5: Due to rounding in connection with the reverse stock split, the total shares include an additional share that was not originally reported on the Reporting Person's Form 3.

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 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.