Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * SIEBEL THOMAS M	2. Issuer Name and Ticker or Trading Symbol C3.ai, Inc. [ AI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 8/16/2021
(Street) REDWOOD CITY, CA 94603 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/16/2021		S(1)		160224	D	$46.53 (2)	5731048	I	See Footnote (3)
Class A Common Stock	8/16/2021		S(1)		129509	D	$47.27 (4)	5601539	I	See Footnote (3)
Class A Common Stock	8/16/2021		S(1)		7900	D	$48.40 (5)	5593639	I	See Footnote (3)
Class A Common Stock	8/17/2021		S(1)		229215	D	$45.46 (6)	5364424	I	See Footnote (3)
Class A Common Stock	8/17/2021		S(1)		100	D	$46.04	5364324	I	See Footnote (3)
Class A Common Stock	8/18/2021		S(1)		61323	D	$45.55 (7)	5303001	I	See Footnote (3)
Class A Common Stock	8/18/2021		S(1)		65674	D	$46.39 (8)	5237327	I	See Footnote (3)
Class A Common Stock								1756390	D
Class A Common Stock								9216	I	See Footnote (9)
Class A Common Stock								170294	I	See Footnote (10)
Class A Common Stock								72695	I	See Footnote (11)
Class A Common Stock								1237115	I	See Footnote (12)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

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 $45.90 to $46.89. 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)	The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
(4)	Represents weighted average sales price. The shares were sold at prices ranging from $46.90 to $47.89. 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 $48.02 to $48.82. 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)	Represents weighted average sales price. The shares were sold at prices ranging from $45.00 to $45.99. 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.
(7)	Represents weighted average sales price. The shares were sold at prices ranging from $45.00 to $45.9925. 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.
(8)	Represents weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.82. 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.
(9)	The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
(10)	The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
(11)	The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
(12)	The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SIEBEL THOMAS M C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA 94603	X	X	Chief Executive Officer

Signatures
/s/ Brady Mickelsen, Attorney-in-Fact		8/18/2021
**Signature of Reporting Person		Date