Sec Form 4 Filing - SIEBEL THOMAS M @ C3.ai, Inc. - 2021-03-15

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
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)
03/15/2021
(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 03/15/2021 S 209,632 D $ 86.35 ( 1 ) 9,584,654 I See Footnote ( 2 )
Class A Common Stock 03/15/2021 S 78,628 D $ 87.05 ( 3 ) 9,506,026 I See Footnote ( 2 )
Class A Common Stock 03/15/2021 S 116,051 D $ 88.29 ( 4 ) 9,389,975 I See Footnote ( 2 )
Class A Common Stock 03/15/2021 S 43,539 D $ 89.27 ( 5 ) 9,346,436 I See Footnote ( 2 )
Class A Common Stock 03/15/2021 S 27,091 D $ 90.27 ( 6 ) 9,319,345 I See Footnote ( 2 )
Class A Common Stock 03/15/2021 S 9,919 D $ 91.27 ( 7 ) 9,309,426 I See Footnote ( 2 )
Class A Common Stock 03/16/2021 S 16,764 D $ 85.71 ( 8 ) 9,292,662 I See Footnote ( 2 )
Class A Common Stock 03/16/2021 S 19,601 D $ 86.44 ( 9 ) 9,273,061 I See Footnote ( 2 )
Class A Common Stock 03/16/2021 S 5,670 D $ 87.27 ( 10 ) 9,267,391 I See Footnote ( 2 )
Class A Common Stock 03/16/2021 S 100 D $ 88.09 9,267,291 I See Footnote ( 2 )
Class A Common Stock 03/17/2021 S 8,762 D $ 79.99 ( 11 ) 9,258,529 I See Footnote ( 2 )
Class A Common Stock 03/17/2021 S 3,800 D $ 80.98 ( 12 ) 9,254,729 I See Footnote ( 2 )
Class A Common Stock 03/17/2021 S 10,857 D $ 81.97 ( 13 ) 9,243,872 I See Footnote ( 2 )
Class A Common Stock 03/17/2021 S 4,400 D $ 82.82 ( 14 ) 9,239,472 I See Footnote ( 2 )
Class A Common Stock 03/17/2021 M 163,934 A $ 1.86 2,339,600 D
Class A Common Stock 03/17/2021 S 379,410 D $ 80.62 ( 15 ) 1,960,190 D
Class A Common Stock 03/17/2021 S 125,225 D $ 81.51 ( 16 ) 1,834,965 D
Class A Common Stock 03/17/2021 S 74,671 D $ 82.47 ( 17 ) 1,760,294 D
Class A Common Stock 03/17/2021 S 3,904 D $ 83.21 ( 18 ) 1,756,390 D
Class A Common Stock 9,216 I See Footnote ( 19 )
Class A Common Stock 170,294 I See Footnote ( 20 )
Class A Common Stock 72,695 I See Footnote ( 21 )
Class A Common Stock 1,237,115 I See Footnote ( 22 )
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 03/17/2021 M 163,934 ( 23 ) 11/29/2026 Class A Common Stock 163,934 $ 0 1,336,066 D
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 03/17/2021
Signature of Reporting Person Date
/s/ Brady Mickelsen, Attorney-in-Fact 03/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents weighted average sales price. The shares were sold at prices ranging from $85.80 to $86.79. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 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 )Represents weighted average sales price. The shares were sold at prices ranging from $86.80 to $87.77. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 4 )Represents weighted average sales price. The shares were sold at prices ranging from $87.84 to $88.83. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 5 )Represents weighted average sales price. The shares were sold at prices ranging from $88.84 to $89.80. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 6 )Represents weighted average sales price. The shares were sold at prices ranging from $89.84 to $90.74. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 7 )Represents weighted average sales price. The shares were sold at prices ranging from $90.85 to $91.75. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 8 )Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 9 )Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 10 )Represents weighted average sales price. The shares were sold at prices ranging from $87.00 to $87.95. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 11 )Represents weighted average sales price. The shares were sold at prices ranging from $79.48 to $80.46. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 12 )Represents weighted average sales price. The shares were sold at prices ranging from $80.49 to $81.48. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 13 )Represents weighted average sales price. The shares were sold at prices ranging from $81.51 to $82.33. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 14 )Represents weighted average sales price. The shares were sold at prices ranging from $82.71 to $83.30. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 15 )Represents weighted average sales price. The shares were sold at prices ranging from $80.16 to $81.15. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 16 )Represents weighted average sales price. The shares were sold at prices ranging from $81.16 to $82.15. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 17 )Represents weighted average sales price. The shares were sold at prices ranging from $82.16 to $83.15. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 18 )Represents weighted average sales price. The shares were sold at prices ranging from $83.18 to $83.28. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 19 )The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
( 20 )The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
( 21 )The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
( 22 )The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
( 23 )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.

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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