Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ C3.ai, Inc. - 2020-12-11

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 TPG Group Holdings (SBS) Advisors, Inc. 2. Issuer Name and Ticker or Trading Symbol C3.ai, Inc. [ AI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2020 (Street) FORT WORTH, TX76102 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 16,206,631 A $ 0 16,206,631 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )

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 Class A-1 Common Stock ( 4 ) 12/11/2020 C 673,525 ( 4 ) ( 4 ) Class A Common Stock 673,525 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Series C* Preferred Stock ( 4 ) 12/11/2020 C 584,795 ( 4 ) ( 4 ) Class A Common Stock 584,795 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Series D Preferred Stock ( 4 ) 12/11/2020 C 8,535,475 ( 4 ) ( 4 ) Class A Common Stock 8,535,475 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Series E Preferred Stock ( 4 ) 12/11/2020 C 65,591 ( 4 ) ( 4 ) Class A Common Stock 65,591 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Series F Preferred Stock ( 4 ) 12/11/2020 C 3,825,203 ( 4 ) ( 4 ) Class A Common Stock 3,825,203 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Series G Preferred Stock ( 4 ) 12/11/2020 C 2,522,042 ( 4 ) ( 4 ) Class A Common Stock 2,522,042 ( 4 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 12/15/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of David Bonderman (7) (8) 12/15/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of James G. Coulter (7) (8) 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG Growth GenPar III Advisors, LLC, (ii) The Rise Fund GenPar Advisors, LLC and (iii) TPG Tech Adjacencies GenPar Advisors, LLC. ( 2 )TPG Growth GenPar III Advisors, LLC is general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Cadia, L.P., which directly holds 9,804,925 shares of Class A Common Stock ("Class A Common Stock") of C3.ai, Inc. (the "Issuer"). The Rise Fund GenPar Advisors, LLC is general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Cadia, L.P., which directly holds 4,318,374 shares of Class A Common Stock. TPG Tech Adjacencies GenPar Advisors, LLC is the general partner of TPG Tech Adjacencies SPV GP, LLC, which is the general partner of TPG Tech Adjacencies Cadia, L.P. (together with TPG Growth III Cadia, L.P. and The Rise Fund Cadia, L.P., the "TPG Funds"), which directly holds 2,083,332 shares of Class A Common Stock. ( 3 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), on December 11, 2020, the shares of Class A-1 Common Stock of the Issuer (the "Class A-1 Common Stock") and the shares of Series C*, Series D, Series E, Series F and Series G Preferred Stock of the Issuer (collectively, the "Preferred Stock") held by the TPG Funds automatically converted into an aggregate of 16,206,631 shares of Class A Common Stock. ( 4 )Pursuant to the Certificate of Incorporation, (i) the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Preferred Stock, and (ii) the shares of Class A-1 Common Stock had been convertible upon the affirmative vote or written consent of a majority of the shares of Common Stock and Preferred Stock of the Issuer (voting t ogether as a single class on an as-if-converted to Class A Common Stock basis) into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Class A-1 Common Stock. ( 5 )Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. ( 6 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.

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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