| Item 1. | |
| (a) | Name of issuer:
C3.AI, INC. |
| (b) | Address of issuer's principal executive offices:
1400 SEAPORT BLVD, REDWOOD CITY, CA, 94063. |
| Item 2. | |
| (a) | Name of person filing:
Thomas M. Siebel ("Thomas M. Siebel")
Siebel Living Trust 1993 Revocable Trust ("Living Trust")
Siebel Asset Management, L.P. ("SAM")
Siebel Asset Management III, L.P. ("SAM III")
First Virtual Holdings, LLC ("First Virtual")
The Siebel 2011 Irrevocable Children's Trust ("Children's Trust") |
| (b) | Address or principal business office or, if none, residence:
c/o C3.ai, Inc.
1400 Seaport Blvd
Redwood City, CA 94063 |
| (c) | Citizenship:
c/o C3.ai, Inc.
1400 Seaport Blvd
Redwood City, CA 94063 |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
12468P104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of June 30, 2025: 3,072,820 shares of the Issuer's Class B Common Stock and 26,120,375 shares of the Issuer's Class A Common Stock, of which (a) 2,072,820 shares of Class B Common Stock and 3,816,802 shares of Class A Common Stock were held by Living Trust, for which Mr. Siebel serves as trustee, (b) 170,294 shares of Class A Common Stock were held by SAM, for which Mr. Siebel serves as the general partner, (c) 72,695 shares of Class A Common Stock were held by SAM III, for which Mr. Siebel serves as the general partner, (d) 500,000 shares of Class B Common Stock and 9,216 shares of Class A Common Stock were held by First Virtual, for which Mr. Siebel serves as Chairman, (e) 1,237,115 shares of Class A Common Stock were held by Children's Trust, of which Mr. Siebel is trustee, (f) 500,000 shares of Class B Common Stock and 9,216 shares of Class A Common Stock over which Mr. Siebel holds an irrevocable proxy pursuant to a voting agreement between Mr. Siebel and Patricia A. House, (g) 20,185,246 shares of Class A Common Stock that could be issued to Mr. Siebel in connection with the exercise of stock options within 60 days of June 30, 2025 and (h) 619,791 shares of Class A Common Stock that could be issued to Mr. Siebel in connection with the vesting of restricted stock units within 60 days of June 30, 2025. The Class B Common Stock is convertible at the holder's option into the Issuer's Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to 50 votes per share and the holders of Class A Common Stock are entitled to one vote per share. |
| (b) | Percent of class:
As of June 30, 2025:
(A) Mr. Siebel beneficially owned 18.6% of the Issuer's outstanding Class A Common Stock;
(B) Living Trust beneficially owned 4.4% of the Issuer's outstanding Class A Common Stock;
(C) SAM beneficially owned 0.1% of the Issuer's outstanding Class A Common Stock;
(D) SAM III beneficially owned 0.1% of the Issuer's outstanding Class A Common Stock;
(E) First Virtual beneficially owned 0.4% of the Issuer's outstanding Class A Common Stock; and
(F) Children's Trust beneficially owned 0.9% of the Issuer's outstanding Class A Common Stock.
This statement is being filed to report a decrease in Mr. Siebel's beneficial ownership of the Issuer's Class A Common Stock (compared to the ownership information last reported on the statement filed February 13, 2024) of approximately 1.6%. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Thomas M. Siebel 29,193,195
Living Trust 5,889,622
SAM 170,294
SAM III 72,695
First Virtual 509,216
Children's Trust 1,237,115
|
| | (ii) Shared power to vote or to direct the vote:
Thomas M. Siebel 0
Living Trust 0
SAM 0
SAM III 0
First Virtual 0
Children's Trust 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Thomas M. Siebel 29,193,195
Living Trust 5,889,622
SAM 170,294
SAM III 72,695
First Virtual 509,216
Children's Trust 1,237,115
|
| | (iv) Shared power to dispose or to direct the disposition of:
Thomas M. Siebel 0
Living Trust 0
SAM 0
SAM III 0
First Virtual 0
Children's Trust 0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)