Sec Form 3 Filing - Kochansky Joseph Morris @ Clearwater Analytics Holdings, Inc. - 2021-09-23

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Kochansky Joseph Morris
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)
See Remarks
(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
Restricted Units $ 0 ( 1 ) ( 1 ) CWAN Holdings LLC Interests ( 1 ) 375,000 ( 1 ) D
Employee Stock Option (right to buy) $ 14.28 ( 2 ) 06/25/2031 Class A Common Stock 1,375,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kochansky Joseph Morris
C/O CLEARWATER ANALYTICS HOLDINGS, INC.
777 W. MAIN STREET, SUITE 900
BOISE, ID83702
See Remarks
Signatures
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Joseph Kochansky 09/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Theses shares represent restricted units which, upon vesting, will be settled in units of CWAN Holdings LLC Interests ("LLC Interests") and an equivalent number of noneconomic voting shares of Class B Common Stock. The reporting person will have the right to exchange his LLC Interests (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock, or, at the election of the Issuer, a cash payment equal to the 20-day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date. The restricted units vest in four equal annual installments beginning on and including June 28, 2022.
( 2 )The reported securities are options which vest and become exercisable as follows: one installment reflecting 25% of the options vests and becomes exercisable on June 28, 2022 and the remainder vests and becomes exercisable 1/48th in 36 equal monthly installments beginning on July 28, 2022.

Remarks:
President, Product and TechnologyExhibit List - Exhibit 24.1 - Power of Attorney

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