Clearwater director converts 292,180 units to Class A
Clearwater Analytics Holdings, Inc. director D. Scott Mackesy converted interests in CWAN Holdings LLC and related Class B shares into Class A Common Stock.
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Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. director D. Scott Mackesy converted interests in CWAN Holdings LLC and related Class B shares into Class A Common Stock. He exchanged 201,125 LLC Interests held directly and 91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, together with an equal number of Class B shares, for 292,180 Class A shares for no consideration. After the transaction, his reported holdings total 633,879 Class A shares, including 427,776 held directly and 206,103 held by the trust. This is a non-market conversion, not an open‑market purchase or sale.
Insider Trade Summary
292,180 shares exercised/converted
Exercise
3 txns
Insider
MACKESY D SCOTT
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | CWAN Holdings LLC Interests | 292,180 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 292,180 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 292,180 | $0.00 | $0.00 |
Holdings After Transaction:
CWAN Holdings LLC Interests — 0 contracts (Indirect, See Footnote);
Class B Common Stock — 0 shares (Indirect, See Footnote);
Class A Common Stock — 633,879 shares (Indirect, See Footnote)
Footnotes (3)
- F1. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC and the Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc. (the "Issuer"), the Reporting Person exchanged 201,125 common units (the "LLC Interests") of CWAN Holdings, LLC directly held by the Reporting Person and 91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, together with an equal number of shares of Class B Common Stock of the Issuer, for an equal number of shares of Class A Common Stock of the Issuer for no consideration.
- F2. The reported securities consist of 427,776 shares of Class A Common Stock held directly by the Reporting Person and 206,103 shares of Class A Common Stock held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust.
- F3. LLC Interests are exchangeable (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.
Key Figures
Converted LLC Interests: 292,180 interests
Direct LLC Interests exchanged: 201,125 interests
Trust LLC Interests exchanged: 91,055 interests
+5 more
8 metrics
Converted LLC Interests
292,180 interests
Exchanged for 292,180 Class A shares for no consideration
Direct LLC Interests exchanged
201,125 interests
Directly held by D. Scott Mackesy before conversion
Trust LLC Interests exchanged
91,055 interests
Held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust
Class A shares received
292,180 shares
Received in exchange for LLC Interests and Class B shares
Total Class A holdings after
633,879 shares
Beneficial ownership after the reported conversion
Direct Class A holdings after
427,776 shares
Class A Common Stock held directly by Mackesy
Trust Class A holdings after
206,103 shares
Class A Common Stock held by the 2014 Irrevocable Descendants Trust
Alternative cash settlement basis
20-day VWAP
Cash payment may equal 20-day volume weighted average price of Class A
Key Terms
LLC Interests, Class A Common Stock, Class B Common Stock, Irrevocable Descendants Trust, +1 more
5 terms
LLC Interests financial
"Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC..."
Class A Common Stock financial
"for an equal number of shares of Class A Common Stock of the Issuer for no consideration."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B Common Stock financial
"together with an equal number of shares of Class B Common Stock of the Issuer..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Irrevocable Descendants Trust financial
"91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust..."
volume weighted average price financial
"a cash payment equal to the 20 day volume weighted average price of shares of Class A..."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Clearwater Analytics (CWAN) director D. Scott Mackesy report on this Form 4?
Director D. Scott Mackesy reported converting CWAN Holdings LLC Interests and related Class B shares into 292,180 shares of Class A Common Stock for no consideration, reflecting an internal equity restructuring rather than an open-market stock purchase or sale.
Was cash involved in the Clearwater Analytics (CWAN) insider transaction?
No cash changed hands in this reported transaction. The filing states that LLC Interests and an equal number of Class B shares were exchanged for the same number of Class A shares for no consideration, indicating a non-cash equity conversion.
What securities were converted in this Clearwater Analytics (CWAN) Form 4 filing?
The filing shows 292,180 CWAN Holdings LLC Interests and an equal number of Class B Common Stock shares were exchanged for 292,180 Class A Common Stock shares. This includes 201,125 LLC Interests held directly and 91,055 LLC Interests held by a family trust.
What does the CWAN Form 4 say about future exchanges of LLC Interests?
The filing notes that LLC Interests can be exchanged, together with an equal number of Class B shares delivered for no consideration, for an equal number of newly issued Class A shares or, at the issuer’s election, a cash payment equal to the 20‑day volume weighted average price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
