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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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 * ABBO EDWARD Y	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
(Last)          (First)          (Middle) C/O C3.AI, INC., 1300 SEAPORT BLVD, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2021
(Street) REDWOOD CITY, CA 94063 (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	3/8/2021		G		3000	D	$0.00	56415	D
Class A Common Stock	8/16/2021		G		99137	D	$0.00	0	I	See Footnote (1)
Class A Common Stock	8/16/2021		G		99137	A	$0.00	155552	D
Class A Common Stock	12/23/2021		M		13238	A	$2.82	168790	D
Class A Common Stock	12/23/2021		M		21929	A	$4.56	190719	D
Class A Common Stock	12/23/2021		M		21929	A	$4.56	212648	D
Class A Common Stock								149577	I	See Footnote (2)
Class A Common Stock								149578	I	See Footnote (3)
Class A Common Stock								149578	I	See Footnote (4)

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
Stock Option (Right to Buy)	$34.25	12/23/2021		A		300000		(5)	12/22/2031	Class A Common Stock	300000	$0.00	300000	D
Stock Option (Right to Buy)	$2.82	12/23/2021		M			13238	(6)	5/22/2028	Class A Common Stock	13238	$0.00	47874 (7)	D
Stock Option (Right to Buy)	$4.56	12/23/2021		M			21929	(8)	6/12/2029	Class A Common Stock	21929	$0.00	144738 (9)	D
Stock Option (Right to Buy)	$4.56	12/23/2021		M			21929	(10)	7/5/2030	Class A Common Stock	21929	$0.00	144738 (9)	D

Explanation of Responses:
(1)	The shares are held by the Edward Y. Abbo and Alison C. Abbo 2001 Family Trust, of which the Reporting Person is trustee.
(2)	The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Casey Cecile Abbo, of which the Reporting Person is trustee.
(3)	The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Dana Lauren Abbo, of which the Reporting Person is trustee.
(4)	The shares were received in connection with the division of the Abbo 2012 Children's Trust. The shares are held by the Abbo 2012 Children's Trust FBO Layla Grace Abbo, of which the Reporting Person is trustee.
(5)	Twenty percent (20%) of the shares subject to the option grant shall vest on December 15, 2022, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.
(6)	Twenty percent (20%) of the shares subject to the option grant vested on May 23, 2019, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.
(7)	Due to rounding in connection with the reverse stock split, the total shares include 2 additional shares that were not originally reported on the Reporting Person's Form 3.
(8)	Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2020, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.
(9)	Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.
(10)	Twenty percent (20%) of the shares subject to the option grant vest on May 1, 2021, and the remaining eighty percent (80%) of each such grant vests on a monthly basis for the following four years, so long as the Reporting Person continues to provide services through such vesting dates.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ABBO EDWARD Y C/O C3.AI, INC. 1300 SEAPORT BLVD, SUITE 500 REDWOOD CITY, CA 94063			Chief Technology Officer

Signatures
/s/ Richard J. Lutton, Jr., Attorney-in-Fact		12/28/2021
**Signature of Reporting Person		Date