Sec Form 13G Filing - WCAS XIII CARBON ANALYTICS ACQUISITION L.P. 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

  WCAS XII Carbon Analytics Acquisition, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XIII Carbon Analytics Acquisition, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS GP CW 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XII Carbon Investors, L.P.

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

  (a)  ☒        (b)&# xA0; ☐

  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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XIII Carbon Investors, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Welsh, Carson, Anderson & Stowe XII, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Welsh, Carson, Anderson & Stowe XII Delaware, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Welsh, Carson, Anderson & Stowe XII Delaware II, 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  Welsh, Carson, Anderson & Stowe XII 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A comm on stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XII Associates 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XII Associates 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

  Names of Reporting Persons

  WCAS XIII Associates 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

  111,015,690⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  111,015,690⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,015,690⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  70.09%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 111,015,690 shares of Class A common stock held by the Reporting Person in respect of (i) 47,377,587 shares of Class C Common Stock, which the Reporting Person may exchange (together with an equal number of shares of CWAN Holdings LLC interests) pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC for an equal number of newly issued shares of Class D Common Stock from time to time, subject to customary adjustments (or, at the election of the Issuer, cash) and (ii) 63,638,103 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, (ii) 47,377,587 shares of Class C common stock issuable in connection with the shares of Class D Common Stock and (iii) 63,638,103 shares of Class A common stock issuable in connection with the shares of Class D Common Stock.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Names of Persons Filing

WCAS XII Carbon Analytics Acquisition, L.P.

WCAS XIII Carbon Analytics Acquisition, L.P.

WCAS GP CW LLC

WCAS XII Carbon Investors, L.P.

WCAS XIII Carbon Investors, L.P.

Welsh, Carson, Anderson & Stowe XII, L.P.

Welsh, Carson, Anderson & Stowe XII Delaware, L.P.

Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.

Welsh, Carson, Anderson & Stowe XII Cayman, L .P.

WCAS XII Associates Cayman, L.P.

WCAS XII Associates LLC

WCAS XIII Associates LLC

Address of the Principal Business Office, or if none, Residence:

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification