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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ABBO EDWARD Y
(Last) (First) (Middle)
C/O C3.AI, INC.
1300 SEAPORT BLVD, SUITE 500
(Street)
REDWOOD CITY CA 94063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/18/2021 M(1) 21,266 A $1.56 82,553 D
Class A Common Stock 11/18/2021 S(1) 11,633 D $42.57(2) 70,920 D
Class A Common Stock 11/18/2021 S(1) 3,856 D $43.26(3) 67,064 D
Class A Common Stock 11/18/2021 S(1) 5,732 D $44.61(4) 61,332 D
Class A Common Stock 11/18/2021 S(1) 1,917 D $45.56(5) 59,415 D
Class A Common Stock 99,137 I See Footnote(6)
Class A Common Stock 448,733 I See Footnote(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.56 11/18/2021 M(1) 21,266 (8) 01/20/2024 Class A Common Stock 21,266 $0.00 179,191 D
Explanation of Responses:
1. Transaction pursuant to a previously established Rule 10b5-1 Plan.
2. Represents weighted average sales price. The shares were sold at prices ranging from $42.05 to $43.03. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. Represents weighted average sales price. The shares were sold at prices ranging from $43.05 to $43.97. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
4. Represents weighted average sales price. The shares were sold at prices ranging from $44.06 to $45.02. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. Represents weighted average sales price. The shares were sold at prices ranging from $45.07 to $46.00. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
6. The shares are held by the Edward Y. Abbo and Alison C. Abbo 2001 Family Trust, of which the Reporting Person is trustee.
7. The shares are held by the Abbo 2012 Children's Trust, of which the Reporting Person is trustee.
8. Fully vested.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Richard J. Lutton, Jr., Attorney-in-Fact 11/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints
each of Thomas M. Siebel and Richard J. Lutton, Jr. of C3.ai, Inc. (the
"Company"), and Eric Jensen of Cooley LLP, signing individually, as the
undersigned's true and lawful attorneys-in-fact and agents to:

1.	Prepare, execute for and on behalf of the undersigned, and submit to the
Securities and Exchange Commission (the "SEC"), in the undersigned's name and
capacity as an officer, director and/or beneficial owner more than 10% of a
registered class of securities of the Company, Forms 3, 4 and 5 (including any
amendments thereto and joint filing agreements in connection therewith) in
accordance with Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules thereunder (the "Exchange Act");

2.	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5,
prepare and execute any amendment or amendments thereto, and joint filing
agreements in connection therewith, and file such forms with the SEC and any
stock exchange, self-regulatory association or similar authority; and

3.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney in-fact, may be of benefit to, in the
best interest of, or legally required of, the undersigned, it being understood
that the documents executed by such attorney in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in-fact or (c) as
to any attorney-in-fact individually, until such attorney-in-fact is no longer
employed by the Company or employed by or a partner at Cooley LLP, or another
law firm representing the Company, as applicable.

The undersigned has caused this Power of Attorney to be executed as of this 16th
day of November, 2021.

						By:  /s/ Edward Y. Abbo
						Name:  Edward Y. Abbo