UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
C3.ai, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
12468P 104
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Baker Hughes Holdings LLC | |
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
1,800,000 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
1,800,000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000 | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class Represented By Amount in Row (9)
1.46%(1) | |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 123,532,746 Class A Common Stock outstanding as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2024. |
| 1. | Names of Reporting Persons
Baker Hughes Company | |
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
1,800,000 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
1,800,000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000 | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class Represented By Amount in Row (9)
1.46%(1) | |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 123,532,746 Class A Common Stock outstanding as reported on the Issuer’s Form 10-Q filed with the SEC on September 5, 2024. |
| Item 1(a). | Name of Issuer |
C3.ai, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
1400 Seaport Blvd, Suite 500, Redwood City, California 94063
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Baker Hughes Holdings LLC |
| (ii) | Baker Hughes Company |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
575 N. Dairy Ashford Rd., Suite 100, Houston, Texas 77079-1121
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock
| Item 2(e). | CUSIP Number |
12468P 104
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
The reported securities are owned directly by Baker Hughes Holdings LLC, which is controlled affiliate of Baker Hughes Company. Accordingly, Baker Hughes Company is deemed an indirect beneficial owner of the reported securities.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| BAKER HUGHES HOLDINGS LLC | ||
| By: | /s/ Fernando Contreras | |
| Name: | Fernando Contreras | |
| Title: | Vice President – Legal Governance and | |
| Corporate Secretary | ||
| BAKER HUGHES COMPANY | ||
| By: | /s/ Fernando Contreras | |
| Name: | Fernando Contreras | |
| Title: | Vice President – Legal Governance and | |
| Corporate Secretary | ||
EXHIBIT LIST
| Exhibit 24.1 | Joint Filing Agreement, dated as of November 14, 2024 |
EXHIBIT 24.1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common shares, of C3.ai, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, by Baker Hughes Holdings LLC as designated filer on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 14, 2024
| BAKER HUGHES HOLDINGS LLC | ||
| By: | /s/ Fernando Contreras | |
| Name: | Fernando Contreras | |
| Title: | Vice President – Legal Governance and | |
| Corporate Secretary | ||
| BAKER HUGHES COMPANY | ||
| By: | /s/ Fernando Contreras | |
| Name: | Fernando Contreras | |
| Title: | Vice President – Legal Governance and | |
| Corporate Secretary | ||