Form 4: Permira Entities Convert and Sell Clearwater Analytics Holdings Shares

Permira Entities converted 4,283,243 Class D shares to Class A shares and then sold them at $29.25 per share.

Summary

• Galibier Purchaser, LLC, along with related Permira entities, converted 4,283,243 shares of Class D common stock into Class A common stock.
• The converted Class A shares were then sold at a price of $29.25 per share.
• The transaction resulted in Galibier Purchaser, LLC holding zero Class A common stock directly, but they still indirectly hold 7,983,533 derivative securities.
• The Class D common stock has ten votes per share and can be exchanged for Class A common stock on a one-for-one basis.
• The Class D shares automatically convert to Class A shares upon certain conditions, including when Welsh, Carson, Anderson & Stowe own less than 5% of the company's stock or seven years after the IPO.

Sentiment

Score: 6

Explanation: The document reflects a standard transaction by a major shareholder, which is neither particularly positive nor negative for the company's outlook. It's a normal part of the investment lifecycle.

Industry Context

This transaction reflects a significant ownership change by a major shareholder, Permira, which is common in the lifecycle of private equity investments in public companies. The conversion and sale of shares is a typical move for private equity firms to realize returns on their investments.

Comparison to Industry Standards

• Private equity firms like Permira often convert and sell shares after a company's IPO to realize gains, which is a standard practice.
• The sale of a large block of shares by a major shareholder is not uncommon and is often seen as a normal part of the investment cycle.
• Similar transactions can be seen with other private equity backed companies such as Vista Equity Partners with their investments in companies like Jamf and Datto.

Stakeholder Impact

• The sale of shares by Permira may have a short-term impact on the stock price, but it is not expected to have a long-term impact on the company's operations or strategy.
• The transaction may be of interest to other shareholders as it represents a significant change in ownership.

Key Dates

Keywords

Clearwater Analytics Holdings, CWAN, Permira, Galibier Purchaser, Class A Common Stock, Class D Common Stock, Share Conversion, Share Sale, Beneficial Ownership, SEC Form 4