Sec Form 4 Filing - SIEBEL THOMAS M @ C3.ai, Inc.

Insider filing report for Changes in Beneficial Ownership

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Here is the list of insider trading transaction codes

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

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

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)
08/27/2020

(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	12/11/2020		C		5,988,974	A		10,722,144	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$ 11.16	08/27/2020		A		6,166,666		^{( 3 )}	08/26/2030	Class A Common Stock	6,166,666	$ 0	6,166,666	D
Class A-1 Common Stock	^{( 1 )}	12/11/2020		C			5,988,974	^{( 1 )}	^{( 4 )}	Class A Common Stock	5,988,974	$ 0	0	I	See Footnote ^{( 2 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			2,030,288	^{( 5 )}	^{( 5 )}	Class B Common Stock	2,030,288	$ 0	0	I	See Footnote ^{( 2 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		2,030,288		^{( 5 )}	^{( 5 )}	Class A Common Stock	2,030,288	$ 0	2,030,288	I	See Footnote ^{( 2 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			500,000	^{( 5 )}	^{( 5 )}	Class B Common Stock	500,000	$ 0	0	I	See Footnote ^{( 6 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		500,000		^{( 5 )}	^{( 5 )}	Class A Common Stock	500,000	$ 0	500,000	I	See Footnote ^{( 6 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			43,378	^{( 5 )}	^{( 5 )}	Class B Common Stock	43,378	$ 0	0	I	See Footnote ^{( 7 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		43,378		^{( 5 )}	^{( 5 )}	Class A Common Stock	43,378	$ 0	43,378	I	See Footnote ^{( 7 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			43,378	^{( 5 )}	^{( 5 )}	Class B Common Stock	43,378	$ 0	0	I	See Footnote ^{( 8 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		43,378		^{( 5 )}	^{( 5 )}	Class A Common Stock	43,378	$ 0	43,378	I	See Footnote ^{( 8 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			82,582	^{( 5 )}	^{( 5 )}	Class B Common Stock	82,582	$ 0	0	I	See Footnote ^{( 9 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		82,582		^{( 5 )}	^{( 5 )}	Class A Common Stock	82,582	$ 0	82,582	I	See Footnote ^{( 9 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			82,582	^{( 5 )}	^{( 5 )}	Class B Common Stock	82,582	$ 0	0	I	See Footnote ^{( 10 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		82,582		^{( 5 )}	^{( 5 )}	Class A Common Stock	82,582	$ 0	82,582	I	See Footnote ^{( 10 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			23,914	^{( 5 )}	^{( 5 )}	Class B Common Stock	23,914	$ 0	0	I	See Footnote ^{( 11 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		23,914		^{( 5 )}	^{( 5 )}	Class A Common Stock	23,914	$ 0	23,914	I	See Footnote ^{( 11 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			23,914	^{( 5 )}	^{( 5 )}	Class B Common Stock	23,914	$ 0	0	I	See Footnote ^{( 12 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		23,914		^{( 5 )}	^{( 5 )}	Class A Common Stock	23,914	$ 0	23,914	I	See Footnote ^{( 12 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			18,623	^{( 5 )}	^{( 5 )}	Class B Common Stock	18,623	$ 0	0	I	See Footnote ^{( 13 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		18,623		^{( 5 )}	^{( 5 )}	Class A Common Stock	18,623	$ 0	18,623	I	See Footnote ^{( 13 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			18,623	^{( 5 )}	^{( 5 )}	Class B Common Stock	18,623	$ 0	0	I	See Footnote ^{( 14 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		18,623		^{( 5 )}	^{( 5 )}	Class A Common Stock	18,623	$ 0	18,623	I	See Footnote ^{( 14 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			19,009	^{( 5 )}	^{( 5 )}	Class B Common Stock	19,009	$ 0	0	I	See Footnote ^{( 15 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		19,009		^{( 5 )}	^{( 5 )}	Class A Common Stock	19,009	$ 0	19,009	I	See Footnote ^{( 15 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			19,009	^{( 5 )}	^{( 5 )}	Class B Common Stock	19,009	$ 0	0	I	See Footnote ^{( 16 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		19,009		^{( 5 )}	^{( 5 )}	Class A Common Stock	19,009	$ 0	19,009	I	See Footnote ^{( 16 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			10,250	^{( 5 )}	^{( 5 )}	Class B Common Stock	10,250	$ 0	0	I	See Footnote ^{( 17 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		10,250		^{( 5 )}	^{( 5 )}	Class A Common Stock	10,250	$ 0	10,250	I	See Footnote ^{( 17 )}
Series A* Convertible Preferred	^{( 5 )}	12/11/2020		C			10,250	^{( 5 )}	^{( 5 )}	Class B Common Stock	10,250	$ 0	0	I	See Footnote ^{( 18 )}
Class B Common Stock	^{( 5 )}	12/11/2020		C		10,250		^{( 5 )}	^{( 5 )}	Class A Common Stock	10,250	$ 0	10,250	I	See Footnote ^{( 18 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		12/11/2020
Signature of Reporting Person		Date
/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 Class A-1 Common Stock automatically converted into shares of Class A Common Stock and had no expiration date.
( 2 )The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.
( 3 )The options vest on an equal quarterly basis over the five (5) year period following August 28, 2020, so long as the Reporting Person continuesto provide services through such vesting dates.
( 4 )Fully vested.
( 5 )Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock automatically converted into shares of Class B Common Stock and had no expiration date.
( 6 )The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )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.
( 14 )The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/13/2018, of which the Reporting Person is the trustee.
( 15 )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.
( 16 )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.
( 17 )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.
( 18 )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.

Remarks:
One of two filings made for the Reporting Persons.

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.

Sec Form 4 Filing - SIEBEL THOMAS M @ C3.ai, Inc. - 2020-08-27