Clearwater Analytics Holdings, Inc. — Director's Dealing 2021

Sep 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Clearwater Analytics Holdings, Inc. (CWAN)
CIK: 0001866368
Period of Report: 2021-09-23

Reporting Person: Galibier Purchaser, LLC (Director, 10% Owner)
Reporting Person: Gali SCSp (Director, 10% Owner)
Reporting Person: Permira VII GP S.a r.l. (Director, 10% Owner)
Reporting Person: Galibier Holdings, LP (Director, 10% Owner)
Reporting Person: Galibier Holdings GP, LLC (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class D Common Stock	$		Class A Common Stock (33222826)		Direct

Footnotes

F1: Shares of the Issuer's Class D common stock ("Class D Common Stock") have ten votes per share and may be exchanged at any time, at the option of the holder, for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. Each share of Class D Common Stock is required to be converted into one share of Class A Common Stock immediately prior to any sale or other transfer of such share by any Permira Entity (as defined below) or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D Common Stock will automatically convert into a share of Class A Common Stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer's common stock and (ii) the date that is seven years following the closing of the Issuer's initial public offering.

F2: Galibier Purchaser, LLC, is the direct holder of 33,222,826 shares of Class D Common Stock. Galibier Holdings, LP is the sole member of Galibier Purchaser, LLC. Galibier Holdings, LP acts through its general partner, Galibier Holdings GP, LLC, which acts through its sole member, Gali SCSp, which acts through its general partner, Permira VII GP S.a r.l. (together with Galibier Holdings LP, Galibier Holdings GP, LLC and Gali SCSp, the "Permira Entities").

F3: The other Permira Entities may be deemed to share voting and dispositive power over the Class D Common Stock held by Galibier Purchaser, LLC, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein.