0001387131-20-011081.txt : 20201215 0001387131-20-011081.hdr.sgml : 20201215 20201215161421 ACCESSION NUMBER: 0001387131-20-011081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201211 FILED AS OF DATE: 20201215 DATE AS OF CHANGE: 20201215 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201389738 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201389739 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39744 FILM NUMBER: 201389740 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: 0430 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 4 1 ownership.xml X0306 4 2020-12-11 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 Common Stock 2020-12-11 4 C 0 16206631 0 A 16206631 I See Explanation of Responses Class A-1 Common Stock 2020-12-11 4 C 0 673525 D Class A Common Stock 673525 0 I See Explanation of Responses Series C* Preferred Stock 2020-12-11 4 C 0 584795 D Class A Common Stock 584795 0 I See Explanation of Responses Series D Preferred Stock 2020-12-11 4 C 0 8535475 D Class A Common Stock 8535475 0 I See Explanation of Responses Series E Preferred Stock 2020-12-11 4 C 0 65591 D Class A Common Stock 65591 0 I See Explanation of Responses Series F Preferred Stock 2020-12-11 4 C 0 3825203 D Class A Common Stock 3825203 0 I See Explanation of Responses Series G Preferred Stock 2020-12-11 4 C 0 2522042 D Class A Common Stock 2522042 0 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 9,804,925 shares of Class A Common Stock ("Class A Common Stock") of C3.ai, Inc. (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 4,318,374 shares of Class A Common Stock. 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 2,083,332 shares of Class A Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), on December 11, 2020, the shares of Class A-1 Common Stock of the Issuer (the "Class A-1 Common Stock") and the shares of Series C*, Series D, Series E, Series F and Series G Preferred Stock of the Issuer (collectively, the "Preferred Stock") held by the TPG Funds automatically converted into an aggregate of 16,206,631 shares of Class A Common Stock. Pursuant to the Certificate of Incorporation, (i) the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Preferred Stock, and (ii) the shares of Class A-1 Common Stock had been 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 Class A Common Stock basis) into shares of Class A Common Stock at an initial conversion rate equal to one share of Class A Common Stock per share of Class 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. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) 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. (7) 2020-12-15 /s/ Gerald Neugebauer, on behalf of David Bonderman (7) (8) 2020-12-15 /s/ Gerald Neugebauer, on behalf of James G. Coulter (7) (8) 2020-12-15