Sec Form 4 Filing - CLEVELAND BRUCE A @ C3.ai, Inc. - 2020-12-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
CLEVELAND BRUCE A
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)
Senior VP and CMO
(Last) (First) (Middle)
C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(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 12/11/2020 C 25,000 A 25,000 I See Footnote ( 2 )
Class A Common Stock 12/11/2020 C 2,333 A 27,333 I See Footnote ( 2 )
Class A Common Stock 30,749 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 E xercisable Expiration Date Title Amount or Number of Shares
Series B* Convertible Preferred Stock ( 1 ) 12/11/2020 C 25,000 ( 1 ) ( 1 ) Class A Common Stock 25,000 $ 0 0 I See Footnote ( 2 )
Series D Convertible Preferred Stock ( 1 ) 12/11/2020 C 2,333 ( 1 ) ( 1 ) Class A Common Stock 2,333 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLEVELAND BRUCE A
C/O C3.AI, INC.
1300 SEAPORT BLVD, SUITE 500
REDWOOD CITY, CA94063
Senior VP and CMO
Signatures
/s/ Brady Mickelsen, Attorney-in-Fact 12/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately upon the closing of the Issuer's initial public offering, all shares of Series B* Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted on a 1:1 basis into shares of Class A Common Stock and had no expiration date.
( 2 )The shares are held by the Cleveland 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.
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