EX-FILING FEES 4 d377843dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Clearwater Analytics Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

    

Security

Type

 

Security

Class

Title

 

Fee

 Calculation 

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

 Maximum 

Offering

Price Per

Unit

 

Maximum

 Aggregate 

Offering

Price

 

Fee

Rate

 

Amount of

 Registration 

Fee

 

Carry

 Forward 

Form

Type

 

Carry

 Forward 

File

Number

 

Carry

 Forward 

Initial

effective

date

 

Filing Fee

Previously

Paid In

 Connection 

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Primary Offering

Fees to Be

Paid

 

 Equity 

  Primary
Offering:
Class A
common
stock, par
value
$0.001 per
share
  Rule
456(b)
and
Rule
457(r)
  (1)   (1)   (1)   (2)   (2)                
    Equity    Secondary 
Offering:
Class A
common
stock, par
value
$0.001 per
share
  457(c)   177,461,342(3)   16.61(4)   $2,947,632,890.62(4)   0.00011020   $324,829.14                

Fee

Previously

Paid

  N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A                

Carry Forward Securities

Carry

Forward

Securities

  N/A   N/A   N/A   N/A       N/A                        
    Total Offering Amounts        $2,947,632,890.62       $324,829.14                
    Total Fees Previously Paid        N/A       N/A                
    Total Fee Offsets        N/A       N/A                
    Net Fee Due        N/A       $324,829.14                

 

(1)

An indeterminate aggregate initial offering price and number or amount of Class A common stock is being registered for potential primary offerings by the registrant from time to time at indeterminate prices. The proposed maximum offering price per security will be determined from time to time in connection with, and at the time of, the offering of securities registered hereby.

(2)

In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee required, other than the registration fee due in connection with the 177,461,342 shares of the registrant’s Class A common stock that may be sold from time to time by the selling stockholders included herein. Any subsequent registration fees will be paid on a pay-as-you-go basis.

(3)

Consists of up to an aggregate of 177,461,342 shares of the registrant’s Class A common stock, subject to adjustments for stock splits, stock dividends and reclassifications, which may be sold by the selling stockholders,


  which represents (i) 47,377,587 shares of Class A common stock issuable to the selling stockholders upon the exchange of an equal number of shares of Class C common stock (together with an equal number of limited liability company units of CWAN Holdings, LLC) pursuant to the Third Amended and restated Limited Liability Company Agreement of CWAN Holdings, LLC and (ii) 130,083,755 shares of Class A common stock issuable to the selling stockholders upon the conversion of an equal number of Class D common stock, which may be exchanged or converted, as applicable, at any time, at the option of the holder, on a one-for-one basis for newly issued shares of Class A common stock.
(4)

The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices as reported on the New York Stock Exchange on March 7, 2023.