0001387131-20-010610.txt : 20201208 0001387131-20-010610.hdr.sgml : 20201208 20201208163914 ACCESSION NUMBER: 0001387131-20-010610 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201208 FILED AS OF DATE: 20201208 DATE AS OF CHANGE: 20201208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201375794 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201375795 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201375796 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 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 ai-form3_120820.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP X0206 3 2020-12-08 0 0001577526 C3.ai, Inc. AI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Class A-1 Common Stock Class A Common Stock 673525 I See Explanation of Responses Series C* Preferred Stock Class A Common Stock 584795 I See Explanation of Responses Series D Preferred Stock Class A Common Stock 8535475 I See Explanation of Responses Series E Preferred Stock Class A Common Stock 65591 I See Explanation of Responses Series F Preferred Stock Class A Common Stock 3825203 I See Explanation of Responses Series G Preferred Stock Class A Common Stock 2522042 I See Explanation of Responses David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG Growth GenPar III Advisors, LLC, (ii) The Rise Fund GenPar Advisors, LLC and (iii) TPG Tech Adjacencies GenPar Advisors, LLC. TPG Growth GenPar III Advisors, LLC is general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Cadia, L.P., which directly holds (i) 7,710,463 shares of Series D Preferred Stock ("Series D Preferred") of C3.ai, Inc. (the "Issuer"), (ii) 65,591 shares of Series E Preferred Stock ("Series E Preferred") of the Issuer, (iii) 1,020,054 shares of Series F Preferred Stock ("Series F Preferred") of the Issuer and (iv) 1,008,817 shares of Series G Preferred Stock ("Series G Preferred") of the Issuer. The Rise Fund GenPar Advisors, LLC is general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Cadia, L.P., which directly holds (i) 2,805,149 shares of Series F Preferred and (ii) 1,513,225 shares of Series G Preferred. TPG Tech Adjacencies GenPar Advisors, LLC is the general partner of TPG Tech Adjacencies SPV GP, LLC, which is the general partner of TPG Tech Adjacencies Cadia, L.P. (together with TPG Growth III Cadia, L.P. and The Rise Fund Cadia, L.P., the "TPG Funds"), which directly holds (i) 673,525 shares of Class A-1 Common Stock ("A-1 Common Stock") of the Issuer, (ii) 584,795 shares of Series C* Preferred Stock ("Series C Preferred" and, together with the Series D Preferred, Series E Preferred, Series F Preferred and Series G Preferred, the "Preferred Stock") of the Issuer and (iii) 825,012 shares of Series D Preferred. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, (i) the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock ("Common Stock") of the Issuer at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock, and (ii) the shares of A-1 Common Stock are convertible upon the affirmative vote or written consent of a majority of the shares of Common Stock and Preferred Stock of the Issuer (voting together as a single class on an as-if-converted to Common Stock basis) into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of A-1 Common Stock. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. 8. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 9. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 2020-12-08 /s/ Gerald Neugebauer on behalf of David Bonderman (8)(9) 2020-12-08 /s/ Gerald Neugebauer on behalf of James G. Coulter (8)(9) 2020-12-08