Sec Form 3 Filing - Price James Douglas @ Clearwater Analytics Holdings, Inc. - 2021-09-23

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Price James Douglas 2. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [ CWAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Quality Officer (Last) (First) (Middle) C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2021 (Street) BOISE, ID83702 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 4 ( 1 ) 12/31/2027 Class A Common Stock 456,480 D Employee Stock Option (right to buy) $ 4 ( 2 ) 12/31/2027 Class A Common Stock 304,320 D Employee Stock Option (right to buy) $ 4 ( 3 ) 12/31/2028 Class A Common Stock 56,700 D Employee Stock Option (right to buy) $ 4 ( 4 ) 12/31/2028 Class A Common Stock 37,800 D Employee Stock Option (right to buy) $ 12.4 ( 5 ) 03/07/2031 Class A Common Stock 62,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Price James Douglas C/O CLEARWATER ANALYTICS HOLDINGS, INC. 777 W. MAIN STREET, SUITE 900 BOISE, ID83702 Chief Quality Officer Signatures /s/ Alphonse Valbrune, as Attorney-in-Fact, for James Price 09/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the amount reported, options to purchase 312,480 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable on January 1, 2022. ( 2 )Of the amount reported, options to purchase 208,230 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable on January 1, 2022. ( 3 )Of the amount reported, options to purchase 26,700 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in two equal annual installments beginning on and including January 1, 2022. ( 4 )Of the amount reported, options to purchase 17,800 shares of Class A Common Stock are vested and become exercisable on November 23, 2021. The remaining options vest and become exercisable in two equal annual installments beginning on and including April 10, 2022. ( 5 )The reported securities are options which vest and become exercisable as follows: one installment reflecting 25% of the remaining options vests and becomes exercisable on January 1, 2022 and the remainder vests and becomes exercisable 1/48th in 36 equal monthly installments beginning on February 1, 2022.

Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.