SCSp Gali Form 3 Clearwater Analytics / SCSp Gali ownership change

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^*

Galibier Purchaser, LLC

(Last)

(First)

(Middle)

C/O PERMIRA ADVISERS LLC

320 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK

10022

(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)

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)
Class D Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	33,222,826	⁽¹⁾	D⁽²⁾⁽³⁾

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^*

Gali SCSp

(Last)

(First)

(Middle)

C/O PERMIRA LUXEMBOURG SARL

488 ROUTE DE LONGWY

(Street)

L-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 SARL

488 ROUTE DE LONGWY

(Street)

L-1940

(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)

Explanation of Responses:

1. 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.

2. 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").

3. 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.

Remarks:

Andrew Young is affiliated with the Reporting Persons and currently serves on the board of directors of the Issuer as the Reporting Persons' representative, and therefore the Reporting Persons may be deemed a "director by deputization" of the Issuer.

	/s/ Justin Herridge By: Justin Herridge, Manager	09/23/2021
	/s/ Justin Herridge By Justin Herridge, Manager for Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP	09/23/2021
	/s/ Justin Herridge By: Justin Herridge, Manager for Galibier Holdings GP, LLC	09/23/2021
	/s/ Cedric Pedoni By: Cedric Pedoni, Manager for Permira VII GP S.a r.l., general partner of Gali SCSp	09/23/2021
	/s/ Cedric Pedoni By: Cedric Pedoni, Manager for Permira VII GP S.a r.l.	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).
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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SCSp Gali Form 3Clearwater Analytics / SCSp Gali ownership change