Warburg Pincus Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC,

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2021

3. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class D Common Stock⁽¹⁾	33,222,826	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC,

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WP CA Holdco, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WP CA Holdco GP, LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus (Callisto) Global Growth (Cayman), L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Financial Sector (Cayman), L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus (Cayman) Global Growth GP, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus (Cayman) Financial Sector GP, L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus (Cayman) Global Growth GP LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus (Cayman) Financial Sector GP LLC

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners II (Cayman), L.P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. 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 seventh anniversary of the closing of the Issuer's initial public offering, each share of Class D Common Stock will automatically convert into a share of Class A Common Stock.

2. Reflects securities held directly by WP CA Holdco, L.P. ("WP Holdco"). The general partner of WP Holdco is WP CA Holdco GP, LLC ("WP Holdco GP"). The managing members of WP Holdco GP are Warburg Pincus (Callisto) Global Growth (Cayman), L.P. ("WP Callisto") and Warburg Pincus Financial Sector (Cayman), L.P. ("WP FS", and together with WP Callisto, the "Holdco GP Managers"). WP LLC is the manager of the Holdco GP Managers. Warburg Pincus (Cayman) Global Growth GP, L.P. ("WP GG Cayman GP") is the general partner of WP Callisto. Warburg Pincus (Cayman) Financial Sector GP, L.P. ("WP FS Cayman GP") is the general partner of WP FS. Warburg Pincus (Cayman) Global Growth GP LLC ("WP GG Cayman GP LLC") is the general partner of WP GG Cayman GP.

3. Warburg Pincus (Cayman) Financial Sector GP LLC ("WP FS Cayman GP LLC") is the general partner of WP FS Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of each of WP GG Cayman GP LLC and WP FS Cayman GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman. Investment and voting decisions with respect to the Issuer's shares held by WP Holdco are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares.

Remarks:

WP Holdco, WP Holdco GP, WP Callisto, WP FS, WP LLC, WP GG Cayman GP, WP FS Cayman GP, WP FS Cayman GP, WP GG Cayman GP LLC, WP FS Cayman GP LLC and WPP II Cayman and Warburg Pincus (Bermuda) Private Equity GP Ltd. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Defined Terms: "GP" refers to general partner. "MM" refers to managing member. "AS" refers to Authorised Signatory. "Warburg (Bermuda)" refers to Warburg Pincus (Bermuda) Private Equity GP Ltd. Form 1 of 2

	WARBURG PINCUS LLC, By: /s/ Harsha Marti, General Counsel & Managing Director	09/23/2021
	WP CA HOLDCO, L.P., By: /s/ Harsha Marti, Vice President and Assistant Secretary of WP CA Holdco GP, LLC, the GP of WP CA Holdco, L.P.	09/23/2021
	WP CA HOLDCO GP, LLC, By: /s/ Harsha Marti, Vice President and Assistant Secretary	09/23/2021
	WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman., the MM of WP GG Cayman GP LLC, the GP of WP GG Cayman GP, the GP of Warburg Pincus (Callisto) Global Growth (Cayman), L.P.	09/23/2021
	WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP FS Cayman GP LLC, the GP of Warburg Pincus (Cayman) Financial Sector GP, L.P., the GP of WP FS	09/23/2021
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman), the MM of WP GG Cayman GP LLC, the GP of Warburg Pincus (Cayman) Global Growth GP, L.P.	09/23/2021
	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman., the MM of WP FS Cayman GP LLC, the GP of WP FS	09/23/2021
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC, By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP GG Cayman GP	09/23/2021
	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC, By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP FS Cayman GP LLC	09/23/2021
	WARBURG PINCUS PARTNERS II (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman	09/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Warburg Pincus Form 3Initial statement of insider ownership