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)
12/07/2021

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

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

X	Form filed by One Reporting Person
	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)

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	⁽¹⁾	12/07/2021		G	V		2,201⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,201	$0.00	79,908	I	See Footnote⁽³⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V		2,201⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,201	$0.00	79,908	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V		723⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	723	$0.00	23,035	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V		723⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	723	$0.00	23,035	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V		3,636⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,636	$0.00	6,614	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V		3,636⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,636	$0.00	6,614	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽¹⁾	12/07/2021		G	V	13,120⁽⁹⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	13,120	$0.00	2,048,302	I	See Footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	12/27/2021		G	V		1,432⁽¹¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,432	$0.00	16,921	I	See Footnote⁽¹²⁾
Class B Common Stock	⁽¹⁾	12/27/2021		G	V		1,432⁽¹¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,432	$0.00	16,921	I	See Footnote⁽¹³⁾
Class B Common Stock	⁽¹⁾	12/27/2021		G	V	2,864⁽¹¹⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,864	$0.00	2,051,166	I	See Footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		79,908⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	79,908	$0.00	0	I	See Footnote⁽³⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		79,908⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	79,908	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		23,035⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	23,035	$0.00	0	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		23,035⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	23,035	$0.00	0	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		16,921⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	16,921	$0.00	0	I	See Footnote⁽¹²⁾
Class B Common Stock	⁽¹⁾	12/31/2021		G	V		16,921⁽¹⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	16,921	$0.00	0	I	See Footnote⁽¹³⁾
Class B Common Stock	⁽¹⁾	03/18/2022		G	V		17,792⁽¹⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,792	$0.00	0	I	See Footnote⁽¹⁶⁾
Class B Common Stock	⁽¹⁾	03/18/2022		G	V		17,792⁽¹⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,792	$0.00	0	I	See Footnote⁽¹⁷⁾
Class B Common Stock	⁽¹⁾	03/18/2022		G	V	8,426⁽¹⁸⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	8,426	$0.00	2,059,592	I	See Footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	500,000		500,000	I	See Footnote⁽¹⁹⁾

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

2. On December 7, 2021, shares held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. On December 7, 2021, these shares that were held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.

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

11. On December 27, 2021, these shares that were held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.

12. 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.

13. 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.

14. On December 31, 2021, shares held by related annuity trusts were transferred to the beneficiaries of such annuity trusts.

15. On March 18, 2022, 4,213 of the shares held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments and 13,579 of the shares held by related annuity trusts were transferred to the beneficiaries of such annuity trusts.

16. 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.

17. 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.

18. On March 18, 2022, these shares that were held by related annuity trusts were transferred to The Siebel Living Trust u/a/d 7/27/1993 to satisfy annuity payments.

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

Remarks:

	/s/ Richard J. Lutton, Jr., Attorney-in-Fact	04/29/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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