Form 3 Clearwater Analytics For: Sep 23 Filed by: AIGRAIN JACQUES

September 23, 2021 9:10 PM EDT

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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 *
AIGRAIN JACQUES

(Last) (First) (Middle)
C/O CLEARWATER ANALYTICS HOLDINGS, INC.
777 W. MAIN STREET, SUITE 900

(Street)
BOISE ID 83702

(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 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)
X Form filed by One Reporting Person
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 B Common Stock (1) (2) 25,000
D
 
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
CWAN Holdings LLC Interests (2)   (2)   (2) Class A Common Stock 25,000 (2) D  
Employee Stock Option (right to buy)   (3) 03/08/2031 Class A Common Stock 48,387 12.4 D  
Explanation of Responses:
1. Shares of Class B Common Stock do not represent economic interests in the issuer. Upon exchange of CWAN Holdings LLC Interests ("LLC Interests") that are held by the Reporting Person and reported in Table II hereof, an equal number of the reported shares of the Issuer's Class B Common Stock will be transferred to the Issuer and cancelled for no consideration.
2. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings, the Reporting Person may exchange all or a portion of such person's LLC Interests (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20-day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.
3. The reported securities are options which vest in four equal annual installments beginning on and including March 8, 2022.
Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jacques Aigrain 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Sandeep Sahai, Jim Cox and Alphonse Valbrune, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to: (i) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director, director nominee, officer or beneficial
owner of shares of common stock (the "Shares") of Clearwater Analytics Holdings,
Inc., a Delaware corporation (the "Company"), any Schedule 13D or Schedule 13G,
and any amendments, supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section 13 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and  5 and any
amendments, supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and
all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3,
4, or 5 and timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the Shares are then listed;
and (iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve
in such attorneys-in-fact's discretion.

      The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                   * * * * *

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of September, 2021.


                                                  /s/Jacques Aigrain
                                                  ------------------------------
                                                     Jacques Aigrain






 


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