Sec Form 4 Filing - Luo Roy @ Enfusion, Inc. - 2025-04-21

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Luo Roy
2. Issuer Name and Ticker or Trading Symbol
Enfusion, Inc. [ ENFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICONIQ CAPITAL, 50 BEALE STREET, STE. 2300
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2025
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/21/2025 D( 1 )( 2 )( 3 ) 538,887 ( 4 ) D 0 I ( 5 ) ( 6 ) ( 7 ) By ICONIQ Strategic Partners V, L.P.
Class A Common Stock 04/21/2025 D( 1 )( 2 )( 3 ) 722,707 ( 4 ) D 0 I ( 6 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 04/21/2025 D( 1 )( 2 )( 3 ) 7,748,000 ( 4 ) D 0 I ( 6 ) ( 7 ) ( 9 ) By ISP V-B EF LP
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficia lly 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
Common Units of Enfusion Ltd. LLC ( 10 ) 04/21/2025 D( 1 )( 2 )( 3 ) 5,030,000 ( 4 ) ( 10 ) ( 10 ) Class A Common Stock 5,030,000 ( 2 ) ( 3 ) ( 4 ) 0 I ( 6 ) ( 7 ) ( 11 ) By ISP V Main Fund EF LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Luo Roy
C/O ICONIQ CAPITAL
50 BEALE STREET, STE. 2300
SAN FRANCISCO, CA94105
X
Signatures
/s/ Roy Luo 04/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among Clearwater Analytics Holdings, Inc. (the "Parent"), Poseidon Acquirer, Inc., a direct, wholly-owned subsidiary of the Parent, Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of the Parent, Poseidon Merger Sub II, LLC, an indirect subsidiary of the Parent, Enfusion, Inc. ("Enfusion"), and Enfusion Ltd. LLC, a subsidiary of Enfusion.
( 2 )Under the terms of the Merger Agreement, each eligible share of Enfusion's Class A common stock, par value $0.001 per share (the "Common Stock") and each Common Unit of Enfusion Ltd. LLC (the "Common Units" and together with the shares of Common Stock, the "Eligible Shares"), issued and outstanding was converted into the right to receive, at the election of the holder of such Eligible Share, and subject to proration in accordance with the Merger Agreement: (i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of the Parent, par value $0.001 per share (the "Parent Common Stock") equal to the Per Share Parent Stock Amount (as defined in the Merger Agreement) (the "Per Share Mixed Consideration"); (ii) a number of shares of Parent Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration");
( 3 )(Continued from footnote 2) or (iii) cash in an amount equal to the Aggregate Consideration Per Share (as defined in the Merger Agreement) (the "Per Share Cash Consideration").
( 4 )Represents Eligible Shares, which were converted into the right to receive the merger consideration, at the election of the holder of such Eligible Share.
( 5 )The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
( 6 )ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V, ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B") and ISP V-B EF LP ("ISP V-B EF"). ICONIQ V is the sole managing member of ISP V Main Fund EF LLC ("ISP V EF"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP.
( 7 )The Reporting Person is an investor at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
( 8 )The shares are held by ICONIQ V-B.
( 9 )The shares are held by ISP V-B EF.
( 10 )Common Units of Enfusion Ltd. LLC (the "Common Units") were exchangeable for shares of the Issuer's Class A common stock on a one-for-one basis and had no expiration date. Each Common Unit was represented by one share of Enfusion's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), which had no economic value and entitled holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally. Upon the automatic exchange of Common Units described in footnote (2) above, each corresponding share of Class B Common Stock was cancelled for no consideration.
( 11 )The shares are held by ISP V EF.

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