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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
C3.ai, Inc. |
(Name of Issuer) |
Class A Common Stock |
(Title of Class of Securities) |
12468P104 |
(CUSIP Number) |
December 31, 2020 |
(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) |
☐ | Rule 13d-1(c) |
☒ | Rule 13d-1(d) |
Page 1 of 6
CUSIP No. 12468P104 | ||
1. | NAMES OF REPORTING PERSONS
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
(b) ☒ | ||
3. | SEC USE ONLY
| |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
10,813,095 (1) | |
7. |
SOLE DISPOSITIVE POWER
0 | |
8. |
SHARED DISPOSITIVE POWER
10,813,095 (1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,813,095 |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.71% (2) |
12. |
TYPE OF REPORTING PERSON*
OO |
(1) Shared with Baker Hughes Company solely by virtue of the fact that Baker Hughes Holdings LLC is a controlled affiliate of Baker Hughes Company.
(2) Based on 92,348,010 shares of Class A common stock reported to be outstanding immediately after the Issuer’s initial public offering (the “IPO”) in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 9, 2020.
Page 2 of 6
CUSIP No. 12468P104 | ||
1. | NAMES OF REPORTING PERSONS
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
(b) ☒ | ||
3. | SEC USE ONLY
| |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
10,813,095 (3) | |
7. |
SOLE DISPOSITIVE POWER
0 | |
8. |
SHARED DISPOSITIVE POWER
10,813,095 (3) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,813,095 |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.71% (4) |
12. |
TYPE OF REPORTING PERSON*
CO |
(3) Shared with Baker Hughes Holdings LLC solely by virtue of the fact that Baker Hughes Holdings LLC is a controlled affiliate of Baker Hughes Company.
(4) Based on 92,348,010 shares of Class A common stock reported to be outstanding immediately after the Issuer’s IPO in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 9, 2020.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). | Name of Issuer: |
C3.ai, Inc.
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1300 Seaport Blvd, Suite 500, Redwood City, California
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c). | Citizenship: |
Baker Hughes Holdings LLC
17021 Aldine Westfield Road
Houston, TX 77073
Delaware Limited Liability Company
Baker Hughes Company
17021 Aldine Westfield Road
Houston, TX 77073
Delaware Corporation
Item 2(d). | Title of Class of Securities: |
Class A Common Stock
Item 2(e). | CUSIP Number: |
12468P104
Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 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); |
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(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); |
(j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) | Amount beneficially owned: 10,813,095 |
The reported securities are owned directly by Baker Hughes Holdings LLC, which is a controlled affiliate of Baker Hughes Company. Baker Hughes Company is an indirect beneficial owner of the reported securities.
(b) | Percent of class: See Cover Pages Item 11. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: See Cover Pages Items 5-9. |
(ii) | Shared power to vote or to direct the vote: See Cover Pages Items 5-9. |
(iii) | Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9. |
(iv) | Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certifications. |
Not Applicable.
Page 5 of 6
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.
Dated as of February 4, 2021
BAKER HUGHES HOLDINGS LLC
/s/ Lee Whitley | |
Name: Lee Whitley Title: Vice President and Corporate Secretary
|
BAKER HUGHES COMPANY
/s/ Lee Whitley | |
Name: Lee Whitley Title: Vice President and Corporate Secretary
|
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