Form SC 13G Clearwater Analytics Filed by: STAD MARC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Clearwater Analytics Holdings, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

185123106

(CUSIP Number)

September 30, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).

SCHEDULE 13G

Item 1.

Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Issuer”)

777 W. Main Street, Suite 900 Boise, ID 83702

Item 2.

This Schedule 13G (the “Schedule 13G”) is being filed jointly by each of Marc Stad and Dragoneer Investment Group, LLC (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated October 12, 2021, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

The address of the principal business office of the Reporting Persons is One Letterman Dr., Bldg D, Ste M500, San Francisco, CA 94129.

The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.

Class A common stock, par value $0.001 per share (the “Class A common stock”)

185123106

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) through (c)

The information set forth in Rows (5) through (11) of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.

Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the common stock.

Calculated DF Holdings, L.P., a Delaware limited partnership, is the direct holder of 8,828,717 shares of Class A common stock, which excludes 7,320,768 shares of Class A common stock of the Issuer issuable upon exchange of 7,320,768 Class A LLC Units (the “LLC Units”) of CWAN Holdings, LLC (“CWAN LLC”), together with an equivalent number of voting, non-economic Class B common stock, par value $0.001 (the “Class B common stock”) of the Issuer. At the election of the Issuer, exchanges of LLC Units, together with shares of Class B common stock, may be settled for an amount of cash equal to the fair market value of the relevant number of shares of Class A common stock, as calculated in accordance with the Third Amended and Restated Limited Liability Company Agreement of CWAN LLC, rather than shares of Class A common stock, though only to the extent that Issuer has cash available at least equal to the cash price that was received pursuant to a contemporaneous public offering or private sale.

As general partner of Calculated DF Holdings, L.P., Dragoneer CF GP, LLC, a Cayman limited liability company, may also be deemed to beneficially own the shares of Class A common stock.

Marc Stad is the sole member of Cardinal DIG CC, LLC and Dragoneer CF GP, LLC. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the common stock of the Issuer.

Not applicable.

Calculated DF Holdings, L.P. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, greater than five percent of the outstanding common stock of the Issuer.

See Item 6.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: October 12, 2021

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of Clearwater Analytics Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of October 12, 2021.