Sec Form 3 Filing - ABBO EDWARD Y @ C3.ai, Inc. - 2020-12-08

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 ABBO EDWARD Y 2. Issuer Name and Ticker or Trading Symbol C3.ai, Inc. [ AI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2020 (Street) REDWOOD CITY, CA94063 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 A Common Stock 776,927 D

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 Stock Option (Right to Buy) $ 1.56 ( 1 ) 01/20/2024 Class A Common Stock 309,562 D Stock Option (Right to Buy) $ 1.68 ( 2 ) 07/12/2026 Class A Common Stock 107,143 D Stock Option (Right to Buy) $ 1.86 ( 3 ) 11/29/2026 Class A Common Stock 250,000 D Stock Option (Right to Buy) $ 2.82 ( 4 ) 05/22/2028 Class A Common Stock 61,110 D Stock Option (Right to Buy) $ 4.56 ( 5 ) 06/12/2029 Class A Common Stock 166,666 D Stock Option (Right to Buy) $ 4.56 ( 6 ) 07/05/2030 Class A Common Stock 166,666 D Series B* Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 50,000 I See Footnote ( 8 ) Series B* Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 75,000 I See Footnote ( 9 ) Series B-1A* Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 38,343 I See Footnote ( 9 ) Series D Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 63,647 D Series D Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 4,666 I See Footnote ( 8 ) Series D Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 10,578 I See Footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABBO EDWARD Y C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA94063 Chief Technology Officer Signatures /s/ Brady Mickelsen, Attorney-in-Fact 12/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fully vested. ( 2 )Twenty percent (20%) of the shares subject to the option grant vested on May 16, 2017, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. ( 3 )Twenty percent (20%) of the shares subject to the option grant vested on November 30, 2017, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. ( 4 )Twenty percent (20%) of the shares subject to the option grant vested on May 23, 2019, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. Original option grant was for 83,332 shares, of which 22,222 shares have been exercised. ( 5 )Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2020, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. ( 6 )Twenty percent (20%) of the shares subject to the option grant vest on May 1, 2021, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. ( 7 )The shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock and Series D Convertible Preferred Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock and Series D Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock. ( 8 )The shares are held by the Abbo 2012 Children's Trust, of which the Reporting Person is trustee. ( 9 )The shares are held by the Edward Y. Abbo and Alison C. Abbo 2001 Family Trust, of which the Reporting Person is trustee.

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.