Lee Eric J. 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026
Research Summary
AI-generated summary of this filing
Clearwater Analytics (CWAN) Director Eric J. Lee Sells 531,457 Shares
What Happened
Eric J. Lee, a director of Clearwater Analytics (CWAN), disposed of shares tied to the company’s merger. On 2026-06-25 he had 531,457 shares of Class A Common Stock converted to cash at $24.55 per share, producing $13,047,269. The filing also reports the exercise/conversion of 220,137 derivative interests (reported as “M” transactions) that were part of the conversion/exchange process under the Merger Agreement.
Key Details
- Transaction date: 2026-06-25. Price per share: $24.55. Cash received for the Class A disposition: $13,047,269.
- Reported disposals and conversions include: 531,457 Class A shares disposed to the issuer (code D) and 220,137 derivative exercises/conversions (code M) related to LLC interests/Class B conversion.
- Holdings described in footnotes: 402,620 Class A shares held directly + 128,837 held by the Eric J Lee 2014 Irrevocable Trust (total 531,457). Also 166,771 Class B shares + 53,366 Class B in trust and corresponding 166,771 + 53,366 LLC interests (total 220,137) were reported and converted.
- These transactions were made pursuant to the Agreement and Plan of Merger (dated Dec 20, 2025) — each share outstanding immediately prior to the merger’s effective time was converted into the right to receive $24.55 in cash (the Merger Consideration).
- Filing was made for the period 2026-06-25 (no late-filing flag indicated).
Context
This was a merger-related cash conversion (shares converted to merger consideration), not an open-market sale. The derivative “M” entries reflect exercised or converted interests (LLC interests/Class B exchange into Class A) that were part of the merger exchange and cash-out. Such transactions reflect the merger mechanics rather than discretionary trading by the insider.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3]2026-06-25+220,137→ 531,457 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
[F2][F4]2026-06-25−220,137→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
[F1][F3]2026-06-25$24.55/sh−531,457$13,047,269→ 0 total(indirect: See footnote) - Exercise/Conversion
CWAN Holdings LLC Interests
[F2][F5]2026-06-25−220,137→ 0 total(indirect: See footnote)→ Class A Common Stock (220,137 underlying)
Footnotes (5)
- [F1]The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2025, by and among the Issuer, GT Silver BidCo, Inc. ("Parent") and GT Silver Merger Sub, Inc., a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each share of the Issuer's Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the "Merger Consideration").
- [F2]Immediately prior to the Effective Time, the Issuer exercised its right to require each holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests for shares of Class A Common Stock (resulting in the cancellation of all of such holder's shares of Class B Common Stock). Each share of Class A Common Stock issued in the exchange was entitled to receive the Merger Consideration.
- [F3]The reported securities consist of 402,620 shares of Class A Common Stock held directly by the Reporting Person and 128,837 shares of Class A Common Stock held by Eric J Lee 2014 Irrevocable Trust.
- [F4]The reported securities consist of 166,771 shares of Class B Common Stock that were held directly by the Reporting Person and 53,366 shares of Class B Common Stock that were held by Eric J Lee 2014 Irrevocable Trust.
- [F5]The reported securities consist of 166,771 LLC Interests that were held directly by the Reporting Person and 53,366 LLC Interests that were held by Eric J Lee 2014 Irrevocable Trust.