SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SIEBEL THOMAS M

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/08/2021		S		423,534	D	$82.8	11,633,993	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		268,880	D	$85.4⁽²⁾	11,365,113	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		88,246	D	$86.55⁽³⁾	11,276,867	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		89,554	D	$87.49⁽⁴⁾	11,187,313	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		43,037	D	$88.31⁽⁵⁾	11,144,276	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		20,220	D	$89.48⁽⁶⁾	11,124,056	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		31,287	D	$90.64⁽⁷⁾	11,092,769	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		30,365	D	$91.36⁽⁸⁾	11,062,404	I	See Footnote⁽¹⁾
Class A Common Stock	03/08/2021		S		4,877	D	$92.23⁽⁹⁾	11,057,527	I	See Footnote⁽¹⁾
Class A Common Stock	03/09/2021		S		617,519	D	$83.99⁽¹⁰⁾	10,440,008	I	See Footnote⁽¹⁾
Class A Common Stock	03/09/2021		S		211,235	D	$85.2⁽¹¹⁾	10,228,773	I	See Footnote⁽¹⁾
Class A Common Stock	03/09/2021		S		57,936	D	$86.26⁽¹²⁾	10,170,837	I	See Footnote⁽¹⁾
Class A Common Stock	03/09/2021		S		31,693	D	$87.12⁽¹³⁾	10,139,144	I	See Footnote⁽¹⁾
Class A Common Stock	03/09/2021		S		3,700	D	$88.05⁽¹⁴⁾	10,135,444	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		83,817	D	$83.68⁽¹⁵⁾	10,051,627	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		195,261	D	$84.46⁽¹⁶⁾	9,856,366	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		31,162	D	$85.21⁽¹⁷⁾	9,825,204	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		27,503	D	$86.41⁽¹⁸⁾	9,797,701	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		3,400	D	$87.67⁽¹⁹⁾	9,794,301	I	See Footnote⁽¹⁾
Class A Common Stock	03/10/2021		S		15	D	$88.15	9,794,286	I	See Footnote⁽¹⁾
Class A Common Stock								2,175,666	D
Class A Common Stock								9,216	I	See Footnote⁽²⁰⁾
Class A Common Stock								170,294	I	See Footnote⁽²¹⁾
Class A Common Stock								72,695	I	See Footnote⁽²²⁾
Class A Common Stock								1,237,115	I	See Footnote⁽²³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		331⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	331	$0.00	43,047	I	See Footnote⁽²⁶⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		331⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	331	$0.00	43,047	I	See Footnote⁽²⁷⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		473⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	473	$0.00	82,109	I	See Footnote⁽²⁸⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		473⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	473	$0.00	82,109	I	See Footnote⁽²⁹⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		156⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	156	$0.00	23,758	I	See Footnote⁽³⁰⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		156⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	156	$0.00	23,758	I	See Footnote⁽³¹⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		270⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	270	$0.00	18,353	I	See Footnote⁽³²⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V		270⁽²⁵⁾	⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	270	$0.00	328,353	I	See Footnote⁽³³⁾
Class B Common Stock	⁽²⁴⁾	01/15/2021		G	V	2,460⁽³⁴⁾		⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	2,460	$0.00	2,032,748	I	See Footnote⁽¹⁾
Class B Common Stock	⁽²⁴⁾							⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	500,000		500,000	I	See Footnote⁽²⁰⁾
Class B Common Stock	⁽²⁴⁾							⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	19,009		19,009	I	See Footnote⁽³⁵⁾
Class B Common Stock	⁽²⁴⁾							⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	19,009		19,009	I	See Footnote⁽³⁶⁾
Class B Common Stock	⁽²⁴⁾							⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	10,250		10,250	I	See Footnote⁽³⁷⁾
Class B Common Stock	⁽²⁴⁾							⁽²⁴⁾	⁽²⁴⁾	Class A Common Stock	10,250		10,250	I	See Footnote⁽³⁸⁾

1. Name and Address of Reporting Person^*

SIEBEL THOMAS M

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Siebel Living Trust u/a/d 7/27/93, as amended

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1300 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee.

2. Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Represents weighted average sales price. The shares were sold at prices ranging from $87.00 to $87.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $88.00 to $88.81. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $89.00 to $89.92. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Represents weighted average sales price. The shares were sold at prices ranging from $90.00 to $90.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Represents weighted average sales price. The shares were sold at prices ranging from $91.00 to $91.98. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Represents weighted average sales price. The shares were sold at prices ranging from $92.00 to $92.50. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Represents weighted average sales price. The shares were sold at prices ranging from $83.70 to $84.69. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Represents weighted average sales price. The shares were sold at prices ranging from $84.70 to $85.69. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

12. Represents weighted average sales price. The shares were sold at prices ranging from $85.70 to $86.68. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

13. Represents weighted average sales price. The shares were sold at prices ranging from $86.70 to $87.62. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

14. Represents weighted average sales price. The shares were sold at prices ranging from $87.75 to $88.30. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

15. Represents weighted average sales price. The shares were sold at prices ranging from $83.00 to $83.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

16. Represents weighted average sales price. The shares were sold at prices ranging from $84.00 to $84.99. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

17. Represents weighted average sales price. The shares were sold at prices ranging from $85.00 to $85.98. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

18. Represents weighted average sales price. The shares were sold at prices ranging from $86.00 to $86.86. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

19. Represents weighted average sales price. The shares were sold at prices ranging from $87.02 to $87.96. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

20. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

21. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

22. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

23. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

24. Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock automatically converted into shares of Class B Common Stock and had no expiration date.

25. On January 25, 2021, shares held by the annuity trust were transferred to The Siebel Living Trust u/a/d 7/27/1983 to satisfy annuity payments.

26. The shares are held by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, of which the Reporting Person is the trustee.

27. The shares are held by The Siebel 2013 Annuity Trust II u/a/d 10/8/2013, of which the Reporting Person is the trustee.

28. The shares are held by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, of which the Reporting Person is the trustee.

29. The shares are held by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, of which the Reporting Person is the trustee.

30. The shares are held by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, of which the Reporting Person is the trustee.

31. The shares are held by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, of which the Reporting Person is the trustee.

32. The shares are held by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, of which the Reporting Person is the trustee.

33. The shares are held by The Siebel 2018 Annuity Trust II u/a/d 12/18/2018, of which the Reporting Person is the trustee.

34. On January 25, 2021, these shares that were held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1983 to satisfy annuity payments.

35. The shares are held by The Siebel 2020 Annuity Trust I u/a/d 3/4/2020, of which the Reporting Person is the trustee.

36. The shares are held by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020, of which the Reporting Person is the trustee.

37. The shares are held by The Siebel 2020 Annuity Trust III u/a/d 12/3/2020, of which the Reporting Person is the trustee.

38. The shares are held by The Siebel 2020 Annuity Trust IV u/a/d 12/3/2020, of which the Reporting Person is the trustee.

Remarks:

	/s/ Brady Mickelsen, Attorney-in-Fact	03/10/2021
	/s/ Brady Mickelsen, Attorney-in-Fact	03/10/2021
	** Signature of Reporting Person	Date
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).
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