C3.ai, Inc. — Major Shareholding Notification 2021

Feb 5, 2021

SC 13G 1 dp145651_sc13g.htm FORM SC 13G Field: Rule-Page

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

C3.ai, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
12468P104
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

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CUSIP No. 12468P104

1.	NAMES OF REPORTING PERSONS Baker Hughes Holdings LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐
		(b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 10,813,095 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 10,813,095 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,813,095
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.71% (2)
12.	TYPE OF REPORTING PERSON* OO

(1) Shared with Baker Hughes Company solely by virtue of the fact that Baker Hughes Holdings LLC is a controlled affiliate of Baker Hughes Company.

(2) Based on 92,348,010 shares of Class A common stock reported to be outstanding immediately after the Issuer’s initial public offering (the “IPO”) in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 9, 2020.

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CUSIP No. 12468P104

1.	NAMES OF REPORTING PERSONS Baker Hughes Company
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐
		(b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 10,813,095 (3)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 10,813,095 (3)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,813,095
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.71% (4)
12.	TYPE OF REPORTING PERSON* CO

(3) Shared with Baker Hughes Holdings LLC solely by virtue of the fact that Baker Hughes Holdings LLC is a controlled affiliate of Baker Hughes Company.

(4) Based on 92,348,010 shares of Class A common stock reported to be outstanding immediately after the Issuer’s IPO in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 9, 2020.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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Item 1(a). Name of Issuer:

C3.ai, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

1300 Seaport Blvd, Suite 500, Redwood City, California

Item 2(a). Name of Person Filing:

Item 2(b). Address of Principal Business Office or, if None, Residence:

Item 2(c). Citizenship:

Baker Hughes Holdings LLC

17021 Aldine Westfield Road

Houston, TX 77073

Delaware Limited Liability Company

Baker Hughes Company

17021 Aldine Westfield Road

Houston, TX 77073

Delaware Corporation

Item 2(d). Title of Class of Securities:

Class A Common Stock

Item 2(e). CUSIP Number:

12468P104

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

(a) Amount beneficially owned: 10,813,095

The reported securities are owned directly by Baker Hughes Holdings LLC, which is a controlled affiliate of Baker Hughes Company. Baker Hughes Company is an indirect beneficial owner of the reported securities.

(b) Percent of class: See Cover Pages Item 11.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.

(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of February 4, 2021

| BAKER HUGHES HOLDINGS
LLC /s/ Lee Whitley |
| --- |
| Name: Lee Whitley Title: Vice President and Corporate Secretary |

BAKER HUGHES COMPANY /s/ Lee Whitley
Name: Lee Whitley Title: Vice President and Corporate Secretary

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