0001209191-20-062258.txt : 20201208 0001209191-20-062258.hdr.sgml : 20201208 20201208161809 ACCESSION NUMBER: 0001209191-20-062258 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201208 FILED AS OF DATE: 20201208 DATE AS OF CHANGE: 20201208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOUSE PATRICIA A CENTRAL INDEX KEY: 0001241633 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201375513 MAIL ADDRESS: STREET 1: C/O C3.AI, INC. STREET 2: 1300 SEAPORT BLVD, SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94063 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: C3.ai, Inc. CENTRAL INDEX KEY: 0001577526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 263999357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 SEAPORT BLVD STREET 2: SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-503-2218 MAIL ADDRESS: STREET 1: 1300 SEAPORT BLVD STREET 2: SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: C3 IoT, Inc. DATE OF NAME CHANGE: 20180123 FORMER COMPANY: FORMER CONFORMED NAME: C3, Inc. DATE OF NAME CHANGE: 20130522 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-08 0 0001577526 C3.ai, Inc. AI 0001241633 HOUSE PATRICIA A C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY CA 94063 1 0 0 0 Class A Common Stock 486924 D Stock Option (Right to Buy) 1.68 2026-07-18 Class A Common Stock 1666 D Stock Option (Right to Buy) 1.86 2026-11-29 Class A Common Stock 6250 D Stock Option (Right to Buy) 2.04 2027-11-07 Class A Common Stock 22458 D Stock Option (Right to Buy) 3.90 2028-11-27 Class A Common Stock 38683 D Stock Option (Right to Buy) 4.68 2029-10-18 Class A Common Stock 81572 D Stock Option (Right to Buy) 11.16 2030-08-26 Class A Common Stock 151333 D Series A* Convertible Preferred Stock Class B Common Stock 500000 D Series B-1B* Convertible Preferred Stock Class A Common Stock 9216 D Series D Convertible Preferred Stock Class A Common Stock 106402 D Series E Convertible Preferred Stock Class A Common Stock 13997 D Series F Convertible Preferred Stock Class A Common Stock 51002 D Series G Convertible Preferred Stock Class A Common Stock 50033 D Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on June 30, 2016 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. Original option grant was for 33,333 shares, of which 31,666 shares have been exercised. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 30, 2016 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. Original option grant was for 41,666 shares, of which 35,416 shares have been exercised. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 8, 2017 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. Original option grant was for 64,166 shares, of which 41,708 shares have been exercised. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 28, 2018 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. Original option grant was for 70,333 shares, of which 31,650 shares have been exercised. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on October 17, 2019 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. Original option grant was for 135,954 shares, of which 54,381 shares have been exercised. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on August 28, 2020 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. The shares of Series A* Convertible Preferred Stock are convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series A* Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. The shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock are convertible into Class A Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B* Convertible Preferred Stock, Series B-1A* Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock will be automatically converted into shares of Class A Common Stock. /s/ Brady Mickelsen, Attorney-in-Fact 2020-12-07 EX-24.3_948952 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints each of Thomas M. Siebel, David Barter and Brady Mickelsen of C3.ai, Inc. (the "Company"), and Eric Jensen of Cooley LLP, signing individually, as the undersigned's true and lawful attorneys-in-fact and agents to: 1. Prepare, execute for and on behalf of the undersigned, and submit to the Securities and Exchange Commission (the "SEC"), in the undersigned's name and capacity as an officer, director and/or beneficial owner more than 10% of a registered class of securities of the Company, Forms 3, 4 and 5 (including any amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act"); 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5, prepare and execute any amendment or amendments thereto, and joint filing agreements in connection therewith, and file such forms with the SEC and any stock exchange, self-regulatory association or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP, or another law firm representing the Company, as applicable. The undersigned has caused this Power of Attorney to be executed as of this 12th day of November, 2020. By: /s/ Patricia A. House Name: Patricia A. House