Sec Form 3 Filing - SIEBEL THOMAS M @ 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

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1. Name and Address of Reporting Person SIEBEL THOMAS M 2. Issuer Name and Ticker or Trading Symbol C3.ai, Inc. [ AI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive 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, CA94603 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 A Common Stock 2,175,666 D Class A Common Stock 4,733,170 I See Footnote ( 1 ) Class A Common Stock 1,090,917 I See Footnote ( 2 )

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) $ 1.86 ( 3 ) 11/29/2026 Class A Common Stock 1,500,000 D Stock Option (Right to Buy) $ 2.04 ( 4 ) 11/07/2027 Class A Common Stock 3,000,000 D Stock Option (Right to Buy) $ 3.9 ( 5 ) 11/27/2028 Class A Common Stock 3,000,000 D Stock Option (Right to Buy) $ 4.68 ( 6 ) 10/18/2029 Class A Common Stock 5,438,182 D Stock Option (Right to Buy) $ 11.16 ( 7 ) 08/26/2030 Class A Common Stock 6,166,666 D Class A-1 Common Stock ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 5,988,974 I See Footnote ( 1 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 2,030,288 I See Footnote ( 1 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 500,000 I See Footnote ( 10 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 43,378 I See Footnote ( 11 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 43,378 I See Footnote ( 12 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 82,582 I See Footnote ( 13 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 82,582 I See Footnote ( 14 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 23,914 I See Footnote ( 15 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 23,914 I See Footnote ( 16 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 18,623 I See Footnote ( 17 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 18,623 I See Footnote ( 18 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 19,009 I See Footnote ( 19 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 19,009 I See Footnote ( 20 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 10,250 I See Footnote ( 21 ) Series A* Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock 10,250 I See Footnote ( 22 ) Series B* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 140,165 I See Footnote ( 24 ) Series B* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 59,834 I See Footnote ( 25 ) Series B-1A* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 30,129 I See Footnote ( 24 ) Series B-1A* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 12,861 I See Footnote ( 25 ) Series B-1A* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 38,343 I See Footnote ( 1 ) Series B-1B* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 9,216 I See Footnote ( 10 ) Series B-1B* Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 45,120 I See Footnote ( 1 ) Series C Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 146,198 I See Footnote ( 2 ) Series F Convertible Preferred Stock ( 23 ) ( 23 ) ( 23 ) Class A Common Stock 1,251,920 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIEBEL THOMAS M C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA94603 X X Chief Executive Officer Siebel Living Trust u/a/d 7/27/93, as amended C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA94063 X Signatures /s/ Brady Mickelsen, Attorney-in-Fact 12/07/2020 Signature of Reporting Person Date /s/ Brady Mickelsen, Attorney-in-Fact 12/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee. ( 2 )The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee. ( 3 )The options vest on an equal quarterly basis over the five (5) year period following November 30, 2016, so long as the Reporting Person continues to provide services through such vesting dates. ( 4 )The options vest on an equal quarterly basis over the five (5) year period following November 8, 2017, so long as the Reporting Person continues to provide services through such vesting dates. ( 5 )The options vest on an equal quarterly basis over the five (5) year period following November 28, 2018, so long as the Reporting Person continues to provide services through such vesting dates. ( 6 )The options vest on an equal quarterly basis over the five (5) year period following October 17, 2019, so long as the Reporting Person continues to provide services through such vesting dates. ( 7 )The options vest on an equal quarterly basis over the five (5) year period following August 28, 2020, so long as the Reporting Person continues to provide services through such vesting dates. ( 8 )The shares of Class A-1 Common 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 Class A-1 Common Stock will be automatically converted into shares of Class A Common Stock. ( 9 )The shares of Series A* Convertible Preferred Stock are convertible into Class B 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 A* Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. ( 10 )The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. ( 11 )The shares are held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee. ( 12 )The shares are held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee. ( 13 )The shares are held by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, of which the Reporting Person is the trustee. ( 14 )The shares are held by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, of which the Reporting Person is the trustee. ( 15 )The shares are held by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, of which the Reporting Person is the trustee. ( 16 )The shares are held by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, of which the Reporting Person is the trustee. ( 17 )The shares are held by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, of which the Reporting Person is the trustee. ( 18 )The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/18/2018, of which the Reporting Person is the trustee. ( 19 )The shares are held by The Siebel 2020 Annuity Trust I u/a/d 3/4/2020, of which the Reporting Person is the trustee. ( 20 )The shares are held by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020, of which the Reporting Person is the trustee. ( 21 )The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee. ( 22 )The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee. ( 23 )The shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series B-1B* Convertible Preferred Stock, Series C* Preferred Stock and Series F 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, a ll shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series B-1B* Convertible Preferred Stock, Series C* Preferred Stock and Series F Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock. ( 24 )The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. ( 25 )The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

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).

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