0001209191-21-070971.txt : 20211222
0001209191-21-070971.hdr.sgml : 20211222
20211222173928
ACCESSION NUMBER: 0001209191-21-070971
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20211220
FILED AS OF DATE: 20211222
DATE AS OF CHANGE: 20211222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOUSE PATRICIA A
CENTRAL INDEX KEY: 0001241633
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39744
FILM NUMBER: 211514202
MAIL ADDRESS:
STREET 1: C/O C3.AI, INC.
STREET 2: 1300 SEAPORT BLVD, SUITE 500
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: C3.ai, Inc.
CENTRAL INDEX KEY: 0001577526
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 263999357
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 1300 SEAPORT BLVD
STREET 2: SUITE 500
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
BUSINESS PHONE: 650-503-2218
MAIL ADDRESS:
STREET 1: 1300 SEAPORT BLVD
STREET 2: SUITE 500
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
FORMER COMPANY:
FORMER CONFORMED NAME: C3 IoT, Inc.
DATE OF NAME CHANGE: 20180123
FORMER COMPANY:
FORMER CONFORMED NAME: C3, Inc.
DATE OF NAME CHANGE: 20130522
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-12-20
0
0001577526
C3.ai, Inc.
AI
0001241633
HOUSE PATRICIA A
C/O C3.AI, INC.
1300 SEAPORT BLVD, SUITE 500
REDWOOD CITY
CA
94063
1
0
0
0
Class A Common Stock
2021-12-20
4
M
0
1667
1.68
A
45397
D
Class A Common Stock
2021-12-20
4
M
0
6250
1.86
A
51647
D
Class A Common Stock
2021-12-20
4
M
0
3210
2.04
A
54857
D
Class A Common Stock
2021-12-20
4
M
0
3518
3.90
A
58375
D
Class A Common Stock
2021-12-20
4
M
0
37836
11.16
A
96211
D
Class A Common Stock
217755
I
See Footnote
Stock Option (Right to Buy)
1.68
2021-12-20
4
M
0
1667
0.00
D
2026-07-18
Class A Common Stock
1667
0
D
Stock Option (Right to Buy)
1.86
2021-12-20
4
M
0
6250
0.00
D
2026-11-29
Class A Common Stock
6250
0
D
Stock Option (Right to Buy)
2.04
2021-12-20
4
M
0
3210
0.00
D
2027-11-07
Class A Common Stock
3210
19249
D
Stock Option (Right to Buy)
3.90
2021-12-20
4
M
0
3518
0.00
D
2028-11-27
Class A Common Stock
3518
35166
D
Stock Option (Right to Buy)
11.16
2021-12-20
4
M
0
37836
0.00
D
2030-08-26
Class A Common Stock
37836
113498
D
The shares are held by the Patricia A. House 2020 2 Year GRAT created UTA dated September 22, 2020, of which the Reporting Person is trustee.
Fully vested.
Provided the Reporting Person remains a director of C3.ai, Inc. (the "Company") and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "First Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the First Option Quarterly Shares shall not occur and will be suspended (any such suspended First Option Quarterly Shares being referred to collectively as the "First Option Suspended Shares"). For any First Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 8, 2017, if the Reporting Person satisfies the attendance requirements in subsequent periods.
Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.
Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 28, 2018, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Second Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Second Option Quarterly Shares shall not occur and will be suspended (any such suspended Second Option Quarterly Shares being referred to collectively as the "Second Option Suspended Shares"). For any Second Option Suspended Shares, such shares shall vest only following the fifth anniversary of November 28, 2018, if the Reporting Person satisfies the attendance requirements in subsequent periods.
Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on August 28, 2020, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Third Option Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Third Option Quarterly Shares shall not occur and will be suspended (any such suspended Third Option Quarterly Shares being referred to collectively as the "Third Option Suspended Shares"). For any Third Option Suspended Shares, such shares shall vest only following the fifth anniversary of August 28, 2020, if the Reporting Person satisfies the attendance requirements in subsequent periods.
Exhibit List
Exhibit 24 - Power of Attorney
/s/ Richard J. Lutton, Jr., Attorney-in-Fact
2021-12-22
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints
each of Thomas M. Siebel and Richard J. Lutton, Jr. of C3.ai, Inc. (the
"Company"), and Eric Jensen of Cooley LLP, signing individually, as the
undersigned's true and lawful attorneys-in-fact and agents to:
1. Prepare, execute for and on behalf of the undersigned, and submit to the
Securities and Exchange Commission (the "SEC"), in the undersigned's name and
capacity as an officer, director and/or beneficial owner more than 10% of a
registered class of securities of the Company, Forms 3, 4 and 5 (including any
amendments thereto and joint filing agreements in connection therewith) in
accordance with Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules thereunder (the "Exchange Act");
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5,
prepare and execute any amendment or amendments thereto, and joint filing
agreements in connection therewith, and file such forms with the SEC and any
stock exchange, self-regulatory association or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney in-fact, may be of benefit to, in the
best interest of, or legally required of, the undersigned, it being understood
that the documents executed by such attorney 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 attorney-in-fact may approve in such
attorney in-fact's discretion.
The undersigned hereby grants to each such attorney-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 attorney-in-fact, or such
attorney-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, and
their substitutes, 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 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in-fact or (c) as
to any attorney-in-fact individually, until such attorney-in-fact is no longer
employed by the Company or employed by or a partner at Cooley LLP, or another
law firm representing the Company, as applicable.
The undersigned has caused this Power of Attorney to be executed as of this 22nd
day of December, 2021.
By: /s/ Patricia A. House
Name: Patricia A. House