Sec Form 4 Filing - MACKESY D SCOTT @ Clearwater Analytics Holdings, Inc. - 2025-06-12

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
MACKESY D SCOTT
2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2025
(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
Class B Common Stock 06/12/2025 C 240,129 A 240,129 I See Footnote ( 1 )
Class A Common Stock 305,121 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
CWAN Holdings LLC Interests ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 240,129 240,129 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MACKESY D SCOTT
C/O CLEARWATER ANALYTICS HOLDINGS, INC.
777 W. MAIN STREET, SUITE 900
BOISE, ID83702
X
Signatures
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Scott D Mackesy 06/16/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As a result of affiliates of Welsh Carson owning less than 5% of the Issuer's common stock on June 12, 2025, the reported shares of Class C Common Stock, which were previously distributed to the Reporting Person by WCAS XIII Associates LLC in pro rata distributions to its members for no consideration that were exempt from reporting pursuant to Rule 16a-9 (the "Distributions"), automatically converted into an equal number of shares of Class B Common Stock (the "Conversion"), of which 159,063 shares of Class B Common Stock are held directly by the Reporting Person and 81,066 shares of Class B Common Stock are held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust. Shares of Class B Common Stock, which are entitled to one vote per share, do not represent economic interests in the Issuer.
( 2 )The reported securities, which were previously received by the Reporting Person in the Distributions, consist of 197,092 shares of Class A Common Stock held directly by the Reporting Person and 108,029 shares of Class A Common Stock held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust.
( 3 )The Reporting Person may exchange all or a portion of such person's common units of CWAN Holdings, LLC ("LLC Interests") (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.
( 4 )The reported securities, which were previously received by the Reporting Person in the Distributions, consist of 197,092 LLC Interests held directly by the Reporting Person and 108,029 shares of LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust.

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* 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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