SC 13G/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Clearwater Analytics Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

185123106

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 185123106 13G

1	NAMES OF REPORTING PERSONS
	Galibier Purchaser, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			33,222,826
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			33,222,826
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,222,826
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.9% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on (i) 59,226,257 shares of Class A common stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2022, and (ii) 33,222,826 shares of Class A common stock that the Reporting Person has the right to acquire within 60 days of December 31, 2022, which are treated as issued and outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 185123106 13G

1	NAMES OF REPORTING PERSONS
	Galibier Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			33,222,826(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			33,222,826(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,222,826(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.9% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Solely in its capacity as the sole member of Galibier Purchaser, LLC.

(2)

Based on (i) 59,226,257 shares of Class A common stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2022, and (ii) 33,222,826 shares of Class A common stock that the Reporting Person has the right to acquire within 60 days of December 31, 2022, which are treated as issued and outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 185123106 13G

1	NAMES OF REPORTING PERSONS
	Galibier Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			33,222,826(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			33,222,826(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,222,826(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.9% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Solely in its capacity as the general partner of Galibier Holdings, LP.

(2)

Based on (i) 59,226,257 shares of Class A common stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2022, and (ii) 33,222,826 shares of Class A common stock that the Reporting Person has the right to acquire within 60 days of December 31, 2022, which are treated as issued and outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 185123106 13G

1	NAMES OF REPORTING PERSONS
	Gali SCSp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			33,222,826(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			33,222,826(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,222,826(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.9% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Solely in its capacity as the sole member of Galibier Holdings GP, LLC.

(2)

Based on (i) 59,226,257 shares of Class A common stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2022, and (ii) 33,222,826 shares of Class A common stock that the Reporting Person has the right to acquire within 60 days of December 31, 2022, which are treated as issued and outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 185123106 13G

1	NAMES OF REPORTING PERSONS
	Permira VII GP S.a r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			33,222,826(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			33,222,826(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,222,826(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.9% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Solely in its capacity as the general partner of Gali SCSp.

(2)

Based on (i) 59,226,257 shares of Class A common stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2022, and (ii) 33,222,826 shares of Class A common stock that the Reporting Person has the right to acquire within 60 days of December 31, 2022, which are treated as issued and outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.

Item 1 (a). Name of Issuer:

Clearwater Analytics Holdings, Inc.

Item 1 (b). Address of Issuer’s Principal Executive Offices:

777 W. Main Street, Suite 900, Boise, Idaho 83702, USA

Item 2 (a). Name of Person Filing:

This Schedule 13G is being filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i)	Galibier Purchaser, LLC, which has the right to acquire within 60 days of December 31, 2022, and is thereby deemed to beneficially own, Class A common stock of the Issuer, as described in Item 4 below;
(ii)	Galibier Holdings, LP, which is the sole member of Galibier Purchaser, LLC and may therefore be deemed to beneficially own the Class A common stock beneficially owned thereby;
(iii)	Galibier Holdings GP, LLC, which is the general partner of Galibier Holdings, LP and may therefore be deemed to beneficially own the Class A common stock beneficially owned thereby;
(iv)	Gali SCSp, which is the sole member of Galibier Holdings GP, LLC and may therefore be deemed to beneficially own the Class A common stock beneficially owned thereby; and
(v)	Permira VII GP S.a r.l., which is the general Partner of Gali SCSp and may therefore be deemed to beneficially own the Class A common stock beneficially owned thereby.

The Reporting Persons have entered into a joint filing agreement, dated as of February 14, 2022, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934.

Item 2 (b). Address of Principal Business Office or, if none, Residence:

The address for each of:

Galibier Purchaser, LLC;

Galibier Holdings, LP; and

Galibier Holdings GP, LLC

is 320 Park Avenue, 28th Floor, New York, New York 10022, USA.

The address for each of:

Gali SCSp; and

Permira VII GP S.a r.l.

is 488, route de Longwy, L-1940 Luxembourg.

Item 2 (c). Place of Organization:

Place of organization is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.

Item 2 (d). Title of Class of Securities:

Class A common stock, par value $0.001 per share.

Item 2 (e). CUSIP Number:

185123106

Item 3.

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(d) promulgated under the Securities Exchange Act of 1934.

Item 4. Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.

Galibier Purchaser, LLC, is the direct holder of 33,222,826 shares of the Issuer’s Class D common stock, par value $0.001 per share, which may be exchanged at any time, at the option of the holder, on a one-for-one basis for newly issued shares of the Issuer’s Class A common stock. Each share of Class D common stock is required to be converted into one share of Class A common stock immediately prior to any sale or other transfer of such share by any of the Reporting Persons or any of its affiliates or permitted transferees to a non-permitted transferee. Each share of Class D common stock will automatically convert into a share of Class A common stock upon the earlier of (i) the date that affiliates of Welsh, Carson, Anderson & Stowe own less than 5% of the Issuer’s common stock and (ii) the date that is seven years following the closing of the Issuer’s initial public offering.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

See Exhibit 99.2.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certification:

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

Date: February 14, 2023 

GALIBIER PURCHASER, LLC
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager
GALIBIER HOLDINGS, LP
By:	Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager

GALIBIER HOLDINGS GP, LLC
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager
GALI SCSP
By:	Permira VII GP S.a r.l., general partner of Gali SCSp
By:	/s/ Cedric Pedoni
	Name: Cedric Pedoni
	Title: Manager
PERMIRA VII GP S.A R.L.
By:	/s/ Cedric Pedoni
	Name: Cedric Pedoni
	Title: Manager

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement
99.2	Identification and Classification of Members of the Group

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock, $0.001 par value, of Clearwater Analytics Holdings, Inc. and further agree to the filing of this agreement to be included as an exhibit to such filing. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to such statement on Schedule 13G. Each party to this agreement is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

Date: February 14, 2022

GALIBIER PURCHASER, LLC
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager
GALIBIER HOLDINGS, LP
By:	Galibier Holdings GP, LLC, general partner of Galibier Holdings, LP
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager

GALIBIER HOLDINGS GP, LLC
By:	/s/ Justin Herridge
	Name: Justin Herridge
	Title: Manager
GALI SCSP
By:	Permira VII GP S.a r.l., general partner of Gali SCSp
By:	/s/ Cedric Pedoni
	Name: Cedric Pedoni
	Title: Manager
PERMIRA VII GP S.A R.L.
By:	/s/ Cedric Pedoni
	Name: Cedric Pedoni
	Title: Manager

EX-99.2

EXHIBIT 99.2

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

As a result of the relationships described in this Exhibit 99.2, the entities listed below may be deemed to be a group for purposes of Section 13(d) of the Act (with the names of such entities (other than with respect to the Reporting Persons) based on the final prospectus filed by the Clearwater Analytics Holdings, Inc. (the “Issuer”) on September 27, 2021):

(i)	Permira VII GP S.a r.l
(ii)	Galibier Purchaser, LLC
(iii)	Galibier Holdings, LP
(iv)	Galibier Holdings GP, LLC
(v)	Gali SCSp
(vi)	Warburg Pincus LLC
(vii)	WP CA Holdco, L.P.
(viii)	WP CA Holdco GP, LLC
(ix)	Warburg Pincus (Callisto) Global Growth (Cayman), L.P.
(x)	Warburg Pincus Financial Sector (Cayman), L.P.
(xi)	Warburg Pincus (Cayman) Global Growth GP, L.P.
(xii)	Warburg Pincus (Cayman) Financial Sector GP, L.P.
(xiii)	Warburg Pincus (Cayman) Global Growth GP LLC
(xiv)	Warburg Pincus (Cayman) Financial Sector GP LLC
(xv)	Warburg Pincus Partners II (Cayman), L.P.
(xvi)	Warburg Pincus Partners II Holdings (Cayman), L.P.
(xvii)	WPP II Administrative (Cayman), LLC
(xviii)	Warburg Pincus (Bermuda) Private Equity GP Ltd.
(xix)	WCAS XII Carbon Analytics Acquisition, L.P.
(xx)	WCAS XIII Carbon Analytics Acquisition, L.P.
(xxi)	WCAS GP CW LLC
(xxii)	Welsh, Carson, Anderson & Stowe XII, L.P.
(xxiii)	Welsh, Carson, Anderson & Stowe XII Delaware, L.P.
(xxiv)	Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.
(xxv)	Welsh, Carson, Anderson & Stowe XII Cayman, L.P.
(xxvi)	WCAS XII Carbon Investors, L.P.
(xxvii)	WCAS XIII Carbon Investors, L.P.
(xxviii)	WCAS XII Associates Cayman, L.P.
(xxix)	WCAS XII Associates LLC
(xxx)	WCAS XIII Associates LLC

Effective September 28, 2021, the Issuer, WCAS XII Carbon Analytics Acquisition, L.P., WCAS XIII Carbon Analytics Acquisition, L.P., WCAS GP CW LLC, Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Carbon Investors, L.P., WCAS XIII Carbon Investors, L.P. (collectively, “Welsh Carson”), WP Holdco (“Warburg Pincus”) and Galibier Holdings, LP (“Permira” and, together with Welsh Carson and Warburg Pincus, the “Principal Equity Owners”) entered in into a Stockholders’ Agreement (the “Stockholders’ Agreement”) pursuant to which Welsh Carson, Warburg Pincus and Permira each have the right to designate certain of the Issuer’s directors from time to time. The Principal Equity Owners each additionally agreed to take all necessary action, including voting their respective shares of common stock, to cause the election of the directors nominated pursuant to the Stockholders’ Agreement.