Sec Form 3 Filing - Cox James S @ Clearwater Analytics Holdings, Inc. - 2021-09-23

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 Cox James S 2. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [ CWAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2021 (Street) BOISE, ID83702 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

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 Employee Stock Option (right to buy) $ 4.4 ( 1 ) 05/20/2029 Class A Common Stock 609,030 D Employee Stock Option (right to buy) $ 4.4 ( 2 ) 05/20/2029 Class A Common Stock 406,020 D Employee Stock Option (right to buy) $ 4.4 ( 3 ) 01/01/2030 Class A Common Stock 124,866 D Employee Stock Option (right to buy) $ 4.4 ( 4 ) 01/01/2030 Class A Common Stock 83,244 D Employee Stock Option (right to buy) $ 12.4 ( 5 ) 03/07/2031 Class A Common Stock 437,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cox James S C/O CLEARWATER ANALYTICS HOLDINGS, INC. 777 W. MAIN STREET, SUITE 900 BOISE, ID83702 Chief Financial Officer Signatures /s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox 09/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the amount reported, options to purchase 291,780 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining amount reported vests in three equal annual installments beginning on and including January 1, 2022. ( 2 )Of the amount reported, options to purchase 194,520 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining amount reported vests in three equal annual installments beginning on and including May 20, 2022. ( 3 )Of the amount reported, options to purchase 47,681 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining amount reported vests in four equal annual installments beginning on and including January 1, 2022. ( 4 )Of the amount reported, options to purchase 31,787 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining amount reported vests in four equal annual installments beginning on and including January 1, 2022. ( 5 )The reported securities are options vest and become exercisable as follows: one installment reflecting 25% of the remaining options vests and becomes exercisable on January 1, 2022 and the remainder vests and becomes exercisable 1/48th in 36 equal monthly installments beginning on February 1, 2022.

Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney

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).

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