C3.ai, Inc. — Director's Dealing 2023

Feb 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2023-02-01

Reporting Person: SIEBEL THOMAS M (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-01	Class A Common Stock	M	53125	—	Acquired	1809515	Direct
2023-02-01	Class A Common Stock	F	19625	$21.68	Disposed	1789890	Direct
2023-02-02	Class A Common Stock	G	33500	$0.00	Disposed	1756390	Direct
2023-02-02	Class A Common Stock	G	33500	$0.00	Acquired	3583894	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-01	Restricted Stock Units	$	M	53125	Disposed		Class A Common Stock (53125)	Direct
2022-12-20	Class B Common Stock	$	G	6614	Disposed		Class A Common Stock (6614)	Indirect
2022-12-20	Class B Common Stock	$	G	6614	Disposed		Class A Common Stock (6614)	Indirect
2022-12-20	Class B Common Stock	$	G	13228	Acquired		Class A Common Stock (13228)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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

Footnotes

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

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

F3: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F4: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

F5: The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

F6: The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

F7: 6.25% of each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

F8: 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.

F9: On December 22, 2022, shares held by the annuity trust were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.

F10: 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.

F11: 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.

F12: On December 22, 2022, these shares that were held by the annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.