Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Clearwater Analytics Holdings, Inc (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
185123106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 185123106 |
| 1 | Names of Reporting Persons
WCAS XIII Carbon Analytics Acquisition, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,958,356.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 18,958,356 shares of Class A Shares issuable in respect of (i) 10,786,830 LLC Interets (together with an equal number of shares of Class C Shares), and (ii) 8,171,526 shares of Class D Shares.The reported percentage is calculated assuming 249,057,258 Class A Shares outstanding based upon (i) 214,271,480 Class A Shares outstanding, based on information supplied by the Issuer, (ii) 12,542,110 Class A Shares issuable in respect of 12,542,110 LLC Interests (together with an equal number of Class C Shares), and (iii) 22,243,668 Class A Shares issuable in respect of 22,243,668 Class D Shares.
SCHEDULE 13G
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| CUSIP No. | 185123106 |
| 1 | Names of Reporting Persons
WCAS GP CW LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,958,356.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 18,958,356 shares of Class A Shares issuable in respect of (i) 10,786,830 LLC Interets (together with an equal number of shares of Class C Shares), and (ii) 8,171,526 shares of Class D Shares.The reported percentage is calculated assuming 249,057,258 Class A Shares outstanding based upon (i) 214,271,480 Class A Shares outstanding, based on information supplied by the Issuer, (ii) 12,542,110 Class A Shares issuable in respect of 12,542,110 LLC Interests (together with an equal number of Class C Shares), and (iii) 22,243,668 Class A Shares issuable in respect of 22,243,668 Class D Shares.
SCHEDULE 13G
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| CUSIP No. | 185123106 |
| 1 | Names of Reporting Persons
WCAS XIII Carbon Investors, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,958,356.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 18,958,356 shares of Class A Shares issuable in respect of (i) 10,786,830 LLC Interets (together with an equal number of shares of Class C Shares), and (ii) 8,171,526 shares of Class D Shares.The reported percentage is calculated assuming 249,057,258 Class A Shares outstanding based upon (i) 214,271,480 Class A Shares outstanding, based on information supplied by the Issuer, (ii) 12,542,110 Class A Shares issuable in respect of 12,542,110 LLC Interests (together with an equal number of Class C Shares), and (iii) 22,243,668 Class A Shares issuable in respect of 22,243,668 Class D Shares.
SCHEDULE 13G
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| CUSIP No. | 185123106 |
| 1 | Names of Reporting Persons
WCAS XIII Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,958,356.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 18,958,356 shares of Class A Shares issuable in respect of (i) 10,786,830 LLC Interets (together with an equal number of shares of Class C Shares), and (ii) 8,171,526 shares of Class D Shares.The reported percentage is calculated assuming 249,057,258 Class A Shares outstanding based upon (i) 214,271,480 Class A Shares outstanding, based on information supplied by the Issuer, (ii) 12,542,110 Class A Shares issuable in respect of 12,542,110 LLC Interests (together with an equal number of Class C Shares), and (iii) 22,243,668 Class A Shares issuable in respect of 22,243,668 Class D Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Clearwater Analytics Holdings, Inc | |
| (b) | Address of issuer's principal executive offices:
777 W. Main Street, Suite 900 Boise, ID 83702 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":(i)WCAS XIII Carbon Analytics Acquisition, L.P.(ii)WCAS GP CW LLC(iii)WCAS XIII Carbon Investors, L.P.(iv)WCAS XIII Associates LLC | |
| (b) | Address or principal business office or, if none, residence:
C/O Welsh, Carson, Anderson & Stowe599 Lexington Avenue, 18th FloorNew York, New York 10022 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
185123106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.LLC Interests are each convertible into one Class A Share or, if requested by a principal equity owner, one Class D Share. In connection with such conversion, an equal number of Class C Shares will be redeemed and cancelled for no consideration.The reported securities include 10,121,624 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 665,206 shares of Class C Common Stock directly held by WCAS GP CW LLC and 8,171,526 shares of Class D Common Stock directly held by WCAS XIII Carbon Investors, L.P. (together, the "WCAS Entities").The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. The filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 13 or for any other purpose.All percentages reported herein are calculated assuming 249,057,258 Class A Shares outstanding based upon (i) 214,271,480 Class A Shares outstanding, based on information supplied by the Issuer, (ii) 12,542,110 Class A Shares issuable in respect of 12,542,110 LLC Interests (together with an equal number of Class C Shares), and (iii) 22,243,668 Class A Shares issuable in respect of 22,243,668 Class D Shares. Such amounts and percentages do not reflect Class A Shares beneficially owned by entities associated with Warburg Pincus LLC and Permira VII GP S.a.r.l. with which the Reporting Persons were previously, but are no longer, deemed to constitute a group pursuant to the Stockholder's Agreement dated September 28, 2021. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit BJoint Filing Agreement, dated as of February 14, 2025.