0001415889-24-018514.txt : 20240628 0001415889-24-018514.hdr.sgml : 20240628 20240628213639 ACCESSION NUMBER: 0001415889-24-018514 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240619 FILED AS OF DATE: 20240628 DATE AS OF CHANGE: 20240628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Witteveen Merel CENTRAL INDEX KEY: 0002028706 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 241087613 MAIL ADDRESS: STREET 1: C/O C3.AI, INC. STREET 2: 1400 SEAPORT BLVD 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] ORGANIZATION NAME: 06 Technology IRS NUMBER: 263999357 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 1400 SEAPORT BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-503-2200 MAIL ADDRESS: STREET 1: 1400 SEAPORT BLVD 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 form3-06292024_010635.xml X0206 3 2024-06-19 0 0001577526 C3.ai, Inc. AI 0002028706 Witteveen Merel C/O C3.AI, INC. 1400 SEAPORT BLVD REDWOOD CITY CA 94063 false true false false Interim COO Class A Common Stock 1229 D Stock Option (Right to Buy) 4.56 2029-06-12 Class A Common Stock 108 D Stock Option (Right to Buy) 4.56 2030-07-31 Class A Common Stock 6247 D Stock Option (Right to Buy) 34.25 2031-12-22 Class A Common Stock 36667 D Resticted Stock Units Class A Common Stock 13500 D Restricted Stock Units Class A Common Stock 25000 D Restricted Stock Units Class A Common Stock 130000 D Restricted Stock Units Class A Common Stock 30000 D Restricted Stock Units Class A Common Stock 50000 D 20% of the shares subject to the option grant vested on May 1, 2020, and the remaining 80% of the shares vest on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. The original grant was for 1,667 of which 1,559 shares have been exercised. 20% of the shares subject to the option grant vested on May 1, 2021, and the remaining 80% of the shares vest on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. The original grant was for 25,001 of which 18,754 shares have been exercised. 20% of the shares subject to the option grant vested on December 15, 2022, and the remaining 80% of the shares vest on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates. The original grant was for 50,000 of which 13,333 shares have been exercised. 20% of such restricted stock award ("RSU") award vested on June 23, 2022 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. The original grant was for 30,000 of which 16,500 shares have vested and been released. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 6.25% of such RSU award vested on the third month following July 6, 2022 and 6.25% of each RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. The original grant was for 50,000 of which 25,000 shares have vested and been released. 20% of such RSU award vested August 16, 2023 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. The original grant was for 200,000 of which 70,000 shares have vested and been released. 6.25% of such RSU award vest in a series of equal quarterly installments on the last day of each fiscal quarter following May 1, 2025, so long as the Reporting Person continues to provide services through such vesting date. 20% of such RSU award vest on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. /s/ Eric Jensen, Attorney-in-Fact 2024-06-28 EX-24 2 ex24-06292024_010635.htm ex24-06292024_010635.htm


POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Thomas M. Siebel and Hitesh Lath 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 attorneyin-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 attorneyin-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 attorneyin-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 June 25, 2024.



By:/s/ Merel Witteveen


Name:

Merel Witteveen



0