UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Clearwater Analytics Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
185123106
(CUSIP Number)
December 31, 2023
(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)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 185123106 | Schedule 13G | Page 2 of 10 |
| 1 | Names of Reporting Persons
Galibier Purchaser, 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 | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
25,192,059 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
25,192,059 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
21.9% |
| 12 | Type of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 3 of 10 |
| 1 | Names of Reporting Persons
Galibier Holdings, LP |
| 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 | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
25,192,059 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
25,192,059 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
21.9% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 185123106 | Schedule 13G | Page 4 of 10 |
| 1 | Names of Reporting Persons
Galibier Holdings GP, 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 | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
25,192,059 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
25,192,059 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
21.9% |
| 12 | Type of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 5 of 10 |
| 1 | Names of Reporting Persons
Gali SCSp |
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
Luxembourg |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
25,192,059 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
25,192,059 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
21.9% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 185123106 | Schedule 13G | Page 6 of 10 |
| 1 | Names of Reporting Persons
Permira VII GP S.a r.l. |
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
Luxembourg |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
25,192,059 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
25,192,059 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,192,059 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
21.9% |
| 12 | Type of Reporting Person
OO |
| CUSIP No. 185123106 | Schedule 13G | Page 7 of 10 |
| ITEM 1. | (a) | Name of Issuer: |
Clearwater Analytics Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
777 W. Main Street, Suite 900, Boise, ID 83702
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Galibier Purchaser, LLC
Galibier Holdings, LP
Galibier Holdings GP, LLC
Gali SCSp
Permira VII GP S.a r.l.
| (b) | Address or Principal Business Office: |
The principal business address for each of the Reporting Persons is c/o Permira Luxembourg S.a r.l., 488, route de Longwy, L-1940 Luxembourg.
| (c) | Citizenship of each Reporting Person is: |
Each of Galibier Purchaser, LLC, Galibier Holdings, LP and Galibier Holdings GP, LLC is organized under the laws of the State of Delaware.
Each of Gali SCSp and Permira VII GP S.a r.l. is organized under the laws of Luxembourg.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
185123106
| ITEM 3. |
Not applicable.
| CUSIP No. 185123106 | Schedule 13G | Page 8 of 10 |
ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023, based upon 89,945,389 shares of Class A Common Stock outstanding as of October 26, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Galibier Purchaser, LLC | 25,192,059 | 21.9 | % | 0 | 25,192,059 | 0 | 25,192,059 | |||||||||||||||||
| Galibier Holdings, LP | 25,192,059 | 21.9 | % | 0 | 25,192,059 | 0 | 25,192,059 | |||||||||||||||||
| Galibier Holdings GP, LLC | 25,192,059 | 21.9 | % | 0 | 25,192,059 | 0 | 25,192,059 | |||||||||||||||||
| Gali SCSp | 25,192,059 | 21.9 | % | 0 | 25,192,059 | 0 | 25,192,059 | |||||||||||||||||
| Permira VII GP S.a r.l. | 25,192,059 | 21.9 | % | 0 | 25,192,059 | 0 | 25,192,059 | |||||||||||||||||
Galibier Purchaser, LLC may be deemed to be the beneficial owner of 25,192,059 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock that are convertible within 60 days of December 31, 2023.
Permira VII GP S.a r.l. is the general partner of Gali SCSp, which is the sole member of Galibier Holdings GP, LLC, which is the general partner of Galibier Holdings, LP, which is the sole member of Galibier Purchaser, LLC. As a result, each of the foregoing entities may be deemed to share beneficial ownership over the securities reported herein.
| 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. |
See Exhibit 99.2.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 185123106 | Schedule 13G | Page 9 of 10 |
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.
Date: February 9, 2024
| Galibier Purchaser, LLC | ||
| By: | /s/ Cedric Pedoni | |
| Name: | Cedric Pedoni | |
| Title: | Manager | |
| Galibier Holdings, LP | ||
| By: | Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP | |
| By: | /s/ Cedric Pedoni | |
| Name: | Cedric Pedoni | |
| Title: | Manager | |
| Galibier Holdings GP, LLC | ||
| By: | /s/ Cedric Pedoni | |
| Name: | Cedric Pedoni | |
| Title: | Manager | |
| Gali SCSp | ||
| By: | Permira VII GP S.a r.l., general partner of Gali SCSp | |
| By: | /s/ Cedric Pedoni | |
| Name: | Cedric Pedoni | |
| Title: | Manager | |
| Permira VII GP S.a r.l. | ||
| By: | /s/ Cedric Pedoni | |
| Name: | Cedric Pedoni | |
| Title: | Manager | |
| CUSIP No. 185123106 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement (previously filed). | |
| 99.2 | Identification and Classification of Members of the Group (previously filed). |
