10/02/2026 | Press release | Distributed by Public on 10/02/2026 16:27
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (12) | 09/30/2026 | G | 106,793 | (12) | (12) | Class A Common Stock | 106,793 | $ 0 | 106,793 | I | See Footnote(2) | |||
| Class B Common Stock | (12) | 09/30/2026 | G | 106,793 | (12) | (12) | Class A Common Stock | 106,793 | $ 0 | 106,793 | I | See Footnote(3) | |||
| Class B Common Stock | (12) | 09/30/2026 | G | 106,793 | (12) | (12) | Class A Common Stock | 106,793 | $ 0 | 106,793 | I | See Footnote(4) | |||
| Class B Common Stock | (12) | 09/30/2026 | G | 106,793 | (12) | (12) | Class A Common Stock | 106,793 | $ 0 | 106,793 | I | See Footnote(5) | |||
| Class B Common Stock | (12) | (12) | (12) | Class A Common Stock | 2,072,820 | 2,072,820 | I | See Footnote(6) | |||||||
| Class B Common Stock | (12) | (12) | (12) | Class A Common Stock | 500,000 | 500,000 | I | See Footnote(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SIEBEL THOMAS M C/O C3.AI, INC. 1400 SEAPORT BLVD REDWOOD CITY, CA 94603 |
X | X | CEO and Chairman of the Board | |
| /s/ Tom MacMitchell, Attorney-in-Fact | 10/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Includes shares of Class A Common Stock received in pro-rata distributions of all 170,294 and 72,695 shares of Class A Common Stock held by Siebel Asset Management L.P. and Siebel Asset Management III, L.P., respectively, to their partners in transactions that constituted a change in beneficial ownership exempt under Rule 16a-13. |
| (2) | The shares are held by RS DE Investments LLC, of which the Reporting Person is the manager. |
| (3) | The shares are held by CS DE Investments LLC, of which the Reporting Person is the manager. |
| (4) | The shares are held by TS DE Investments LLC, of which the Reporting Person is the manager. |
| (5) | The shares are held by HS DE Investments LLC, of which the Reporting Person is the manager. |
| (6) | The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. |
| (7) | The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is trustee. |
| (8) | The shares are held by HS ET DE Investments LLC, of which the Reporting Person is the manager. |
| (9) | The shares are held by Siebel Legacy Investments I LLC, of which the Reporting Person is the manager. |
| (10) | Represents shares of Class A Common Stock transferred from The Siebel 2011 Irrevocable Children's Trust in a transaction that constituted a change in beneficial ownership exempt under Rule 16a-13. |
| (11) | The shares are held by Siebel Legacy Investments II LLC, of which the Reporting Person is the manager. |
| (12) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. |