Galibier Purchaser Form 4 Clearwater Analytics / SCSp Gali ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Galibier Purchaser, LLC

(Last)

(First)

(Middle)

C/O PERMIRA ADVISERS LLC

320 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK,

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/26/2024		M		1,784,316	A	⁽¹⁾	1,784,316	I	See footnote⁽²⁾
Class A Common Stock	08/26/2024		S		1,784,316	D	$24.18	0	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Common Stock	⁽¹⁾	08/26/2024		M			1,784,316	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,784,316	$0	18,489,978	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Galibier Purchaser, LLC

(Last)

(First)

(Middle)

C/O PERMIRA ADVISERS LLC

320 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK,

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Galibier Holdings, LP

(Last)

(First)

(Middle)

C/O PERMIRA ADVISERS LLC

320 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK,

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Galibier Holdings GP, LLC

(Last)

(First)

(Middle)

C/O PERMIRA ADVISERS LLC

320 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK,

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gali SCSp

(Last)

(First)

(Middle)

C/O PERMIRA LUXEMBOURG S.A R.L.

488 ROUTE DE LONGWY

(Street)

MAREL

1940

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Permira VII GP S.a r.l.

(Last)

(First)

(Middle)

C/O PERMIRA LUXEMBOURG S.A R.L.

488 ROUTE DE LONGWY

(Street)

MAREL

1940

(City)

(State)

(Zip)

Explanation of Responses:

1. The Class D common stock ("Class D Common Stock") has ten votes per share and may be exchanged at any time, at the option of the holder, for shares of 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.

2. Galibier Purchaser, LLC is the record holder of the securities reported herein. 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, the "Permira Entities"). Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Galibier Purchaser, LLC. Each of them disclaim any such beneficial ownership except to the extent of its pecuniary interest therein.

	/s/ Cedric Pedoni, Authorized Person for Galibier Purchaser, LLC	08/28/2024
	/s/ Cedric Pedoni By Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP	08/28/2024
	/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Galibier Holdings GP, LLC	08/28/2024
	/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Permira VII GP S.a r.l., general partner of Gali SCSp	08/28/2024
	/s/ Cedric Pedoni By: Cedric Pedoni, Authorized Person for Permira VII GP S.a r.l.	08/28/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Galibier Purchaser Form 4Clearwater Analytics / SCSp Gali ownership change