Sec Form 13G Filing - WARBURG PINCUS LLC filing for Clearwater Analytics Holdings Inc. (CWAN) - 2022-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons

  Warburg Pincus LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  New York

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WP CA Holdco, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WP CA Holdco GP, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Callisto) Global Growth (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Island s

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus Financial Sector (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Cayman) Global Growth GP, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Cayman) Financial Sector GP, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Cayman) Global Growth GP LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Cayman) Financial Sector GP LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus Partners II (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus Partners II Holdings (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WPP II Administrative (Cayman), LLC.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Warburg Pincus (Bermuda) Private Equity GP Ltd.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Bermuda

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  33,222,826⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  33,222,826⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  33,222,826⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  41.23%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 33,222,826 shares of Class A common stock held by the Reporting Person in respect of 33,222,826 shares of Class D Common Stock, convertible one-for-one into the Issuer’s shares of Class A common stock at any time (or, at the election of the Issuer, cash).

Calculated based on (i) 47,366,089 shares of Class A common stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 33,222,826 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

777 W. Main Street, Suite 900

Boise, ID 83702

This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) Warburg Pincus LLC (“WP LLC”)

(ii) WP CA Holdco, L.P. (“WP Holdco”)

(iii) WP CA Holdco GP, LLC (“WP Holdco GP”)

(iv) Warburg Pincus (Callisto) Global Growth (Cayman), L.P. (“WP Callisto”)

(v) Warburg Pincus Financial Sector (Cayman), L.P. (“WP FS”)

(vi) Warburg Pincus (Cayman) Global Growth GP, L.P. (“WP GG Cayman GP”)

(vii) Warburg Pincus (Cayman) Financial Sector GP, L.P. (“WP FS Cayman GP”)

(viii) Warburg Pincus (Cayman) Global Growth GP LLC (“WP GG Cayman GP LLC”)

(ix) Warburg Pincus (Cayman) Financial Sector GP LLC (“WP FS Cayman GP LLC”)

(x) Warburg Pincus Partners II (Cayman), L.P. (“WPP II Cayman”)

(xi) Warburg Pincus Partners II Holdings (Cayman), L.P. (“WPP II Holdings Cayman”)

(xii) WPP II Administrative (Cayman), LLC (“WPP II Administrative”)

(xiii) Warburg Pincus (Bermuda) Private Equity GP Ltd. (“Warburg (Bermuda)”)

C/O Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Ownership

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

(b) Percent of Class:

See responses to Item 11 on each cover page.

(c) Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are held directly by WP Holdco. The general partner of WP Holdco is WP Holdco GP. The managing members of WP Holdco GP are WP Callisto and WP FS (together with WP Callisto, the “Holdco GP Managers”). WP LLC is the manager of the Holdco GP Managers. WP GG Cayman GP is the general partner of WP Callisto. WP FS Cayman GP is the general partner of WP FS. WP GG Cayman GP LLC is the general partner of WP GG Cayman GP. WP FS Cayman GP LLC is the general partner of WP FS Cayman GP. WPP II Cayman is the managing member of each of WP GG Cayman GP LLC and WP FS Cayman GP LLC. WPP II Holdings Cayman is a limited partner of WPP II Cayman. WPP II Administrative is the general partner of WPP II Holdings Cayman. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman and the managing member of WPP II Administrative. Investment and voting decisions with respect to the Issuer’s shares held by WP Holdco are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer’s shares.

The Reporting Persons expressly disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders’ Agreement (as defined and described in Exhibit A hereto).