SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Witteveen Merel

(Last)

(First)

(Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2024

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,229	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/12/2029	Class A Common Stock	108	$4.56	D
Stock Option (Right to Buy)	⁽²⁾	07/31/2030	Class A Common Stock	6,247	$4.56	D
Stock Option (Right to Buy)	⁽³⁾	12/22/2031	Class A Common Stock	36,667	$34.25	D
Resticted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,500	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	25,000	⁽⁵⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	130,000	⁽⁵⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	30,000	⁽⁵⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	50,000	⁽⁵⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

6. 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.

7. 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.

8. 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.

9. 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	06/28/2024
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.