Roy Luo - Apr 21, 2025 Form 4 Insider Report for Enfusion, Inc. (ENFN)

Role
Director
Signature
/s/ Roy Luo
Stock symbol
ENFN
Transactions as of
Apr 21, 2025
Transactions value $
$0
Form type
4
Date filed
4/23/2025, 04:30 PM
Previous filing
Oct 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENFN Class A Common Stock Disposed to Issuer -539K -100% 0 Apr 21, 2025 By ICONIQ Strategic Partners V, L.P. F1, F2, F3, F4, F5, F6, F7
transaction ENFN Class A Common Stock Disposed to Issuer -723K -100% 0 Apr 21, 2025 By ICONIQ Strategic Partners V-B, L.P. F1, F2, F3, F4, F6, F7, F8
transaction ENFN Class A Common Stock Disposed to Issuer -7.75M -100% 0 Apr 21, 2025 By ISP V-B EF LP F1, F2, F3, F4, F6, F7, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENFN Common Units of Enfusion Ltd. LLC Disposed to Issuer -5.03M -100% 0 Apr 21, 2025 Class A Common Stock 5.03M By ISP V Main Fund EF LLC F1, F2, F3, F4, F6, F7, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Roy Luo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among Clearwater Analytics Holdings, Inc. (the "Parent"), Poseidon Acquirer, Inc., a direct, wholly-owned subsidiary of the Parent, Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of the Parent, Poseidon Merger Sub II, LLC, an indirect subsidiary of the Parent, Enfusion, Inc. ("Enfusion"), and Enfusion Ltd. LLC, a subsidiary of Enfusion.
F2 Under the terms of the Merger Agreement, each eligible share of Enfusion's Class A common stock, par value $0.001 per share (the "Common Stock") and each Common Unit of Enfusion Ltd. LLC (the "Common Units" and together with the shares of Common Stock, the "Eligible Shares"), issued and outstanding was converted into the right to receive, at the election of the holder of such Eligible Share, and subject to proration in accordance with the Merger Agreement: (i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of the Parent, par value $0.001 per share (the "Parent Common Stock") equal to the Per Share Parent Stock Amount (as defined in the Merger Agreement) (the "Per Share Mixed Consideration"); (ii) a number of shares of Parent Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration");
F3 (Continued from footnote 2) or (iii) cash in an amount equal to the Aggregate Consideration Per Share (as defined in the Merger Agreement) (the "Per Share Cash Consideration").
F4 Represents Eligible Shares, which were converted into the right to receive the merger consideration, at the election of the holder of such Eligible Share.
F5 The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F6 ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V, ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B") and ISP V-B EF LP ("ISP V-B EF"). ICONIQ V is the sole managing member of ISP V Main Fund EF LLC ("ISP V EF"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP.
F7 The Reporting Person is an investor at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
F8 The shares are held by ICONIQ V-B.
F9 The shares are held by ISP V-B EF.
F10 Common Units of Enfusion Ltd. LLC (the "Common Units") were exchangeable for shares of the Issuer's Class A common stock on a one-for-one basis and had no expiration date. Each Common Unit was represented by one share of Enfusion's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), which had no economic value and entitled holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally. Upon the automatic exchange of Common Units described in footnote (2) above, each corresponding share of Class B Common Stock was cancelled for no consideration.
F11 The shares are held by ISP V EF.