SEC FORM 3

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^*

SIEBEL THOMAS M

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020

3. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
Class A Common Stock	2,175,666	D
Class A Common Stock	4,733,170	I	See Footnote⁽¹⁾
Class A Common Stock	1,090,917	I	See Footnote⁽²⁾

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)
Stock Option (Right to Buy)	⁽³⁾	11/29/2026	Class A Common Stock	1,500,000	$1.86	D
Stock Option (Right to Buy)	⁽⁴⁾	11/07/2027	Class A Common Stock	3,000,000	$2.04	D
Stock Option (Right to Buy)	⁽⁵⁾	11/27/2028	Class A Common Stock	3,000,000	$3.9	D
Stock Option (Right to Buy)	⁽⁶⁾	10/18/2029	Class A Common Stock	5,438,182	$4.68	D
Stock Option (Right to Buy)	⁽⁷⁾	08/26/2030	Class A Common Stock	6,166,666	$11.16	D
Class A-1 Common Stock	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,988,974	⁽⁸⁾	I	See Footnote⁽¹⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	2,030,288	⁽⁹⁾	I	See Footnote⁽¹⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	500,000	⁽⁹⁾	I	See Footnote⁽¹⁰⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	43,378	⁽⁹⁾	I	See Footnote⁽¹¹⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	43,378	⁽⁹⁾	I	See Footnote⁽¹²⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	82,582	⁽⁹⁾	I	See Footnote⁽¹³⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	82,582	⁽⁹⁾	I	See Footnote⁽¹⁴⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	23,914	⁽⁹⁾	I	See Footnote⁽¹⁵⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	23,914	⁽⁹⁾	I	See Footnote⁽¹⁶⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	18,623	⁽⁹⁾	I	See Footnote⁽¹⁷⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	18,623	⁽⁹⁾	I	See Footnote⁽¹⁸⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	19,009	⁽⁹⁾	I	See Footnote⁽¹⁹⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	19,009	⁽⁹⁾	I	See Footnote⁽²⁰⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	10,250	⁽⁹⁾	I	See Footnote⁽²¹⁾
Series A* Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	10,250	⁽⁹⁾	I	See Footnote⁽²²⁾
Series B* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	140,165	⁽²³⁾	I	See Footnote⁽²⁴⁾
Series B* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	59,834	⁽²³⁾	I	See Footnote⁽²⁵⁾
Series B-1A* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	30,129	⁽²³⁾	I	See Footnote⁽²⁴⁾
Series B-1A* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	12,861	⁽²³⁾	I	See Footnote⁽²⁵⁾
Series B-1A* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	38,343	⁽²³⁾	I	See Footnote⁽¹⁾
Series B-1B* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	9,216	⁽²³⁾	I	See Footnote⁽¹⁰⁾
Series B-1B* Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	45,120	⁽²³⁾	I	See Footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	146,198	⁽²³⁾	I	See Footnote⁽²⁾
Series F Convertible Preferred Stock	⁽²³⁾	⁽²³⁾	Class A Common Stock	1,251,920	⁽²³⁾	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

SIEBEL THOMAS M

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Siebel Living Trust u/a/d 7/27/93, as amended

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

2. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

3. The options vest on an equal quarterly basis over the five (5) year period following November 30, 2016, so long as the Reporting Person continues to provide services through such vesting dates.

4. The options vest on an equal quarterly basis over the five (5) year period following November 8, 2017, so long as the Reporting Person continues to provide services through such vesting dates.

5. The options vest on an equal quarterly basis over the five (5) year period following November 28, 2018, so long as the Reporting Person continues to provide services through such vesting dates.

6. The options vest on an equal quarterly basis over the five (5) year period following October 17, 2019, so long as the Reporting Person continues to provide services through such vesting dates.

7. The options vest on an equal quarterly basis over the five (5) year period following August 28, 2020, so long as the Reporting Person continues to provide services through such vesting dates.

8. The shares of Class A-1 Common Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Class A-1 Common Stock will be automatically converted into shares of Class A Common Stock.

9. The shares of Series A* Convertible Preferred Stock are convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.

10. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

11. The shares are held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee.

12. The shares are held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee.

13. The shares are held by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, of which the Reporting Person is the trustee.

14. The shares are held by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, of which the Reporting Person is the trustee.

15. The shares are held by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, of which the Reporting Person is the trustee.

16. The shares are held by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, of which the Reporting Person is the trustee.

17. The shares are held by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, of which the Reporting Person is the trustee.

18. The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/18/2018, of which the Reporting Person is the trustee.

19. The shares are held by The Siebel 2020 Annuity Trust I u/a/d 3/4/2020, of which the Reporting Person is the trustee.

20. The shares are held by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020, of which the Reporting Person is the trustee.

21. The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee.

22. The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee.

23. The shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series B-1B* Convertible Preferred Stock, Series C* Preferred Stock and Series F Convertible Preferred Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series B-1B* Convertible Preferred Stock, Series C* Preferred Stock and Series F Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock.

24. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

25. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

Remarks:

	/s/ Brady Mickelsen, Attorney-in-Fact	12/07/2020
	/s/ Brady Mickelsen, Attorney-in-Fact	12/07/2020
	** 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).
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