Sec Form 3 Filing - WARBURG PINCUS LLC @ Clearwater Analytics Holdings, Inc. - 2021-09-23

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WARBURG PINCUS LLC 2. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [ CWAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS LLC,, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2021 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class D Common Stock ( 1 ) 33,222,826 I See footnotes ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARBURG PINCUS LLC C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WP CA Holdco, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WP CA Holdco GP, LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus (Callisto) Global Growth (Cayman), L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus Financial Sector (Cayman), L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus (Cayman) Global Growth GP, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus (Cayman) Financial Sector GP, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus (Cayman) Global Growth GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus (Cayman) Financial Sector GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus Partners II (Cayman), L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Signatures WARBURG PINCUS LLC, By: /s/ Harsha Marti, General Counsel & Managing Director 09/23/2021 Signature of Reporting Person Date WP CA HOLDCO, L.P., By: /s/ Harsha Marti, Vice President and Assistant Secretary of WP CA Holdco GP, LLC, the GP of WP CA Holdco, L.P. 09/23/2021 Signature of Reporting Person Date WP CA HOLDCO GP, LLC, By: /s/ Harsha Marti, Vice President and Assistant Secretary 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman., the MM of WP GG Cayman GP LLC, the GP of WP GG Cayman GP, the GP of Warburg Pincus (Callisto) Global Growth (Cayman), L.P. 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP FS Cayman GP LLC, the GP of Warburg Pincus (Cayman) Financial Sector GP, L.P., the GP of WP FS 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman), the MM of WP GG Cayman GP LLC, the GP of Warburg Pincus (Cayman) Global Growth GP, L.P. 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman., the MM of WP FS Cayman GP LLC, the GP of WP FS 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC, By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP GG Cayman GP 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC, By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman, the MM of WP FS Cayman GP LLC 09/23/2021 Signature of Reporting Person Date WARBURG PINCUS PARTNERS II (CAYMAN), L.P., By: /s/ Harsha Marti, AS of Warburg (Bermuda), the GP of WPP II Cayman 09/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe 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. ( 2 )Reflects securities held directly by WP CA Holdco, L.P. ("WP Holdco"). The general partner of WP Holdco is WP CA Holdco GP, LLC ("WP Holdco GP"). The managing members of WP Holdco GP are Warburg Pincus (Callisto) Global Growth (Cayman), L.P. ("WP Callisto") and Warburg Pincus Financial Sector (Cayman), L.P. ("WP FS", and together with WP Callisto, the "Holdco GP Managers"). WP LLC is the manager of the Holdco GP Managers. Warburg Pincus (Cayman) Global Growth GP, L.P. ("WP GG Cayman GP") is the general partner of WP Callisto. Warburg Pincus (Cayman) Financial Sector GP, L.P. ("WP FS Cayman GP") is the general partner of WP FS. Warburg Pincus (Cayman) Global Growth GP LLC ("WP GG Cayman GP LLC") is the general partner of WP GG Cayman GP. ( 3 )Warburg Pincus (Cayman) Financial Sector GP LLC ("WP FS Cayman GP LLC") is the general partner of WP FS Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of each of WP GG Cayman GP LLC and WP FS Cayman GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman. Investment and voting decisions with respect to the Issuer's shares held by WP Holdco are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares.

Remarks: WP Holdco, WP Holdco GP, WP Callisto, WP FS, WP LLC, WP GG Cayman GP, WP FS Cayman GP, WP FS Cayman GP, WP GG Cayman GP LLC, WP FS Cayman GP LLC and WPP II Cayman and Warburg Pincus (Bermuda) Private Equity GP Ltd. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.Defined Terms:"GP" refers to general partner."MM" refers to managing member."AS" refers to Authorised Signatory."Warburg (Bermuda)" refers to Warburg Pincus (Bermuda) Private Equity GP Ltd.Form 1 of 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.