James S. Cox - 13 Feb 2025 Form 4 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role
Chief Financial Officer
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox
Issuer symbol
CWAN
Transactions as of
13 Feb 2025
Transactions value $
-$897,352
Form type
4
Filing time
18 Feb 2025, 20:23:39 UTC
Previous filing
17 Jan 2025
Next filing
21 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWAN Class A Common Stock Options Exercise $145,974 +33,176 +12% $4.4 313,033 18 Feb 2025 Direct
transaction CWAN Class A Common Stock Tax liability -$532,267 -19,476 -6.2% $27.33 293,557 18 Feb 2025 Direct F1
transaction CWAN Class A Common Stock Sale -$374,205 -13,700 -4.7% $27.31 279,857 18 Feb 2025 Direct F2, F3
transaction CWAN Class A Common Stock Sale -$136,853 -5,000 -1.8% $27.37 274,857 18 Feb 2025 Direct F2, F4

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 CWAN Stock Option (Right to Buy) Options Exercise $0 -33,176 -6.3% $0 492,586 18 Feb 2025 Class A Common Stock 33,176 $4.4 Direct F5
transaction CWAN Restricted Stock Unit Award $0 +125,000 $0 125,000 13 Feb 2025 Class A Common Stock 125,000 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This disposition represents shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024.
F3 This transaction was executed in multiple trades at prices ranging from $26.83 USD to $27.66 USD; the price reported above reflects the weighted average sale price.
F4 This transaction was executed in multiple trades at prices ranging from $26.88 USD to $27.65 USD; the price reported above reflects the weighted average sale price.
F5 Vests 297,000 share(s) on 02-Nov-2020, 180,000 share(s) on 21-Jan-2020, 105,750 share(s) on 05-Mar-2021, 105,750 share(s) on 01-Jan-2022, 105,750 share(s) on 01-Jan-2023, 105,750 share(s) on 01-Jan-2024
F6 Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock.
F7 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date.
F8 This represents the unvested portion of the RSUs granted on February 13, 2025 and does not include other RSUs with different grant dates or vesting terms.