Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ENFN | Class A Common Stock | Disposed to Issuer | -32.4M | -100% | 0 | Apr 21, 2025 | See footnote | F1, F2, F3, F4, F5 |
Bradford E. Bernstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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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"), issued and outstanding was converted into the right to receive, at the election of the holder of such share of Common Stock, 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"); or (iii) cash in an amount equal to the Aggregate Consideration Per Share (as defined in the Merger Agreement) (the "Per Share Cash Consideration"). |
F3 | Represents shares of Common Stock, which were converted into the right to receive the merger consideration, at the election of the holder of such share of Common Stock. |
F4 | As a result of the consummation of the transactions contemplated Merger Agreement, the Reporting Person ceased to be the beneficial owner of any shares of Common Stock. This Form 4 constitutes an exit filing by the Reporting Person. |
F5 | Includes 31,297,606 shares of Common Stock held by FTV IV, L.P. ("Fund IV") and 1,142,857 shares of Common Stock held by FTV Investment Holdings, L.P. ("Holdings"). Mr. Bernstein is the managing partner of FTV Capital and shares voting and dispositive power with regard to the shares directly held by Fund IV and Holdings. Mr. Bernstein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |