MACKESY D SCOTT 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Clearwater (CWAN) Director D. Scott Mackesy Converts 292,180 LLC Units to Class A Shares
What Happened
D. Scott Mackesy, a director of Clearwater Analytics Holdings, Inc. (CWAN), converted 292,180 exchangeable LLC interests (together with an equal number of Class B shares) into 292,180 newly issued Class A common shares on May 28, 2026. The conversion was for no consideration (no cash changed hands), so no per-share price is reported. After the conversion the filing reports 427,776 Class A shares held directly by Mr. Mackesy and 206,103 Class A shares held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust (633,879 total).
Key Details
- Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (appears timely within the 2-business-day window).
- Transaction type/code: Conversion of derivative security (reported as conversion of LLC Interests). No price reported; consideration = none.
- Shares converted: 292,180 (201,125 held directly + 91,055 held by the named trust).
- Holdings after transaction: 427,776 Class A shares (direct) and 206,103 Class A shares (trust) = 633,879 total.
- Footnotes: The LLC interests are exchangeable (together with delivery for no consideration of equal number of Class B shares) for newly issued Class A shares or, at the issuer’s election, for a cash payment equal to the 20-day VWAP prior to the exchange date.
Context
- This was not an open-market buy or sale; it was an exchange/conversion of privately held LLC units (and associated Class B shares) into Class A common stock. Conversions like this typically restructure ownership rather than signal a cash purchase or sale.
- Because the filing reports no cash proceeds or open-market transaction, it should be read as a share-class conversion rather than a trade reflecting sentiment.
Insider Transaction Report
Form 4
MACKESY D SCOTT
Director
Transactions
- Conversion
Class B Common Stock
[F1]2026-05-28−292,180→ 0 total(indirect: See Footnote) - Conversion
Class A Common Stock
[F1][F2]2026-05-28+292,180→ 633,879 total(indirect: See Footnote) - Conversion
CWAN Holdings LLC Interests
[F3][F1]2026-05-28−292,180→ 0 total(indirect: See Footnote)→ Class A Common Stock (292,180 underlying)
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.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for D Scott Mackesy|2026-06-01