Statement of Changes in Beneficial Ownership (4)
29 December 2021 - 10:02AM
Edgar (US Regulatory)
FORM 4
[ ]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ABBO EDWARD Y |
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc.
[
AI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer |
(Last)
(First)
(Middle)
C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2021 |
(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/8/2021 | | G | | 3000 | D | $0.00 | 56415 | D | |
Class A Common Stock | 8/16/2021 | | G | | 99137 | D | $0.00 | 0 | I | See Footnote (1) |
Class A Common Stock | 8/16/2021 | | G | | 99137 | A | $0.00 | 155552 | D | |
Class A Common Stock | 12/23/2021 | | M | | 13238 | A | $2.82 | 168790 | D | |
Class A Common Stock | 12/23/2021 | | M | | 21929 | A | $4.56 | 190719 | D | |
Class A Common Stock | 12/23/2021 | | M | | 21929 | A | $4.56 | 212648 | D | |
Class A Common Stock | | | | | | | | 149577 | I | See Footnote (2) |
Class A Common Stock | | | | | | | | 149578 | I | See Footnote (3) |
Class A Common Stock | | | | | | | | 149578 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (Right to Buy) | $34.25 | 12/23/2021 | | A | | 300000 | | (5) | 12/22/2031 | Class A Common Stock | 300000 | $0.00 | 300000 | D | |
Stock Option (Right to Buy) | $2.82 | 12/23/2021 | | M | | | 13238 | (6) | 5/22/2028 | Class A Common Stock | 13238 | $0.00 | 47874 (7) | D | |
Stock Option (Right to Buy) | $4.56 | 12/23/2021 | | M | | | 21929 | (8) | 6/12/2029 | Class A Common Stock | 21929 | $0.00 | 144738 (9) | D | |
Stock Option (Right to Buy) | $4.56 | 12/23/2021 | | M | | | 21929 | (10) | 7/5/2030 | Class A Common Stock | 21929 | $0.00 | 144738 (9) | D | |
Explanation of Responses: |
(1) | The shares are held by the Edward Y. Abbo and Alison C. Abbo 2001 Family Trust, of which the Reporting Person is trustee. |
(2) | The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Casey Cecile Abbo, of which the Reporting Person is trustee. |
(3) | The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Dana Lauren Abbo, of which the Reporting Person is trustee. |
(4) | The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Layla Grace Abbo, of which the Reporting Person is trustee. |
(5) | Twenty percent (20%) of the shares subject to the option grant shall vest on December 15, 2022, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. |
(6) | Twenty percent (20%) of the shares subject to the option grant vested on May 23, 2019, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. |
(7) | Due to rounding in connection with the reverse stock split, the total shares include 2 additional shares that were not originally reported on the Reporting Person's Form 3. |
(8) | Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2020, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. |
(9) | Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3. |
(10) | Twenty percent (20%) of the shares subject to the option grant vest on May 1, 2021, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ABBO EDWARD Y C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA 94063 |
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| Chief Technology Officer |
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Signatures
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/s/ Richard J. Lutton, Jr., Attorney-in-Fact | | 12/28/2021 |
**Signature of Reporting Person | Date |
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