0000899243-23-010127.txt : 20230331 0000899243-23-010127.hdr.sgml : 20230331 20230331191541 ACCESSION NUMBER: 0000899243-23-010127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230330 FILED AS OF DATE: 20230331 DATE AS OF CHANGE: 20230331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welsh, Carson, Anderson & Stowe XII, L.P. CENTRAL INDEX KEY: 0001626317 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789865 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. CENTRAL INDEX KEY: 0001627643 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789863 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welsh, Carson, Anderson & Stowe XII Cayman, L.P. CENTRAL INDEX KEY: 0001627644 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789862 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welsh, Carson, Anderson & Stowe XII Delaware, L.P. CENTRAL INDEX KEY: 0001680912 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789864 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-893-9500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS XII Carbon Investors, L.P. CENTRAL INDEX KEY: 0001884563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789867 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS XIII Carbon Investors, L.P. CENTRAL INDEX KEY: 0001884565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789866 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. CENTRAL INDEX KEY: 0001879859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789869 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS XII CARBON ANALYTICS ACQUISITION, L.P. CENTRAL INDEX KEY: 0001879860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789870 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS GP CW LLC CENTRAL INDEX KEY: 0001879925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789868 BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 599 LEXINGTON AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WCAS XII ASSOCIATES CAYMAN, L.P. CENTRAL INDEX KEY: 0001848620 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 23789861 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Analytics Holdings, Inc. CENTRAL INDEX KEY: 0001866368 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 208-918-2400 MAIL ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-03-30 0 0001866368 Clearwater Analytics Holdings, Inc. CWAN 0001879860 WCAS XII CARBON ANALYTICS ACQUISITION, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001879859 WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001879925 WCAS GP CW LLC C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001884563 WCAS XII Carbon Investors, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001884565 WCAS XIII Carbon Investors, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001626317 Welsh, Carson, Anderson & Stowe XII, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001680912 Welsh, Carson, Anderson & Stowe XII Delaware, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001627643 Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001627644 Welsh, Carson, Anderson & Stowe XII Cayman, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0001848620 WCAS XII ASSOCIATES CAYMAN, L.P. C/O WELSH, CARSON, ANDERSON AND STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 0 0 1 0 0 Class C Common Stock 2023-03-30 4 C 0 237883 D 42553686 I See Footnotes Class D Common Stock 2023-03-30 4 C 0 492070 D 53512004 I See Footnotes Class A Common Stock 2023-03-30 4 C 0 729953 A 729953 I See Footnotes Class A Common Stock 2023-03-31 4 S 0 729953 14.50 D 0 I See Footnotes CWAN Holdings LLC Interests 2023-03-30 4 C 0 237883 D Class A or Class D Common Stock 237883 42553686 I See Footnotes Shares of Class C Common Stock do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class C Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. The Reporting Person may exchange all or a portion of such person's common units of CWAN Holdings, LLC ("LLC Interests") (together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for an equal number of newly issued shares of Class D Common Stock or 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. Upon the earlier of (i) the date that affiliates of Welsh Carson own less than 5% of the Issuer's common stock and (ii) the seventh anniversary of the closing of the Issuer's initial public offering, each share of Class D Common Stock will automatically convert into a share of Class A Common Stock and each share of Class C Common Stock will automatically convert into a share of Class B Common Stock of the Issuer, each of which is entitled to one vote per share. Thereafter, an exchange of the Reporting Person's LLC Interests will be for Class A Common Stock and the surrender for no consideration of non-economic voting stock in connection with such exchange will be with respect to Class B Common Stock held by the Reporting Person. Includes 16,128,491 shares of Class C Common Stock directly held by WCAS XII Carbon Analytics Acquisition, L.P., 24,572,711 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,614,949 shares of Class C Common Stock directly held by WCAS GP CW LLC, 11,492,043 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII, L.P., 4,962,735 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P., 720,175 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., 4,991,414 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., 11,171,342 shares of Class D Common Stock directly held by WCAS XII Carbon Investors, L.P. and 19,838,373 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities"). (continued from footnote 3) Additionally, (i) WCAS XII Associates LLC directly holds (a) 237,253 shares of Class C Common Stock and (b) 183,805 shares of Class D Common Stock and (ii) WCAS XII Associates Cayman, L.P. directly holds (a) 282 shares of Class C Common Stock and (b) 152,117 shares of Class D Common Stock, which were received in a distribution, for no consideration, by the WCAS Entities. The holdings by the WCAS Entities reflected in Footnote 3 give effect to these distributions. The amounts reflected in Footnote 3 and 4 hereof also give effect to the sales reported in this statement which were pursuant to an exercise by the underwriters of their option to purchase additional shares of Class A Common Stock in connection with the previously reported underwritten public offering that initially closed on March 13, 2023. The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. This amount represents a public offering price of $15.00 per share of Class A Common Stock less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose. Form 1 of 2 WCAS XII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WCAS XIII CARBON ANALYTICS ACQUISITION, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WCAS GP CW LLC, By: WCAS XIII Associates LLC, its managing member /s/ Jonathan Rather, Managing Member 2023-03-31 WCAS XII CARBON INVESTORS, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WCAS XIII CARBON INVESTORS, L.P., By: WCAS XIII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WELSH, CARSON, ANDERSON & STOWE XII, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P., By: WCAS XII Associates Cayman, L.P., its general partner, By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P., By: WCAS XII Associates Cayman, L.P., its general partner, By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31 WCAS XII ASSOCIATES CAYMAN, L.P., By: WCAS XII Associates LLC, its general partner /s/ Jonathan Rather, Managing Member 2023-03-31