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

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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(Print or Type Responses)
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)
President and CTO
(Last)
(First)
(Middle)
C/O C3.AI, INC., 1400 SEAPORT BLVD		 3. Date of Earliest Transaction (Month/Day/Year)
06/13/2024
(Street)

REDWOOD CITY, CA 94063		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 06/13/2024   A   18,039 (1) A $ 0 783,477 D  
Class A Common Stock 06/13/2024   F   9,913 D $ 30.49 773,564 D  
Class A Common Stock 06/15/2024   M   83,074 A (2) 856,638 D  
Class A Common Stock 06/15/2024   F   45,650 D $ 29.04 810,988 D  
Class A Common Stock               149,577 I See Footnote (3)
Class A Common Stock               149,578 I See Footnote (4)
Class A Common Stock               149,578 I See Footnote (5)

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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 Underlying Securities
(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
Restricted Stock Units (2) 06/15/2024   M     8,074   (6)   (6) Class A Common Stock 8,074 $ 0 0 D  
Restricted Stock Units (2) 06/15/2024   M     75,000   (7)   (7) Class A Common Stock 75,000 $ 0 600,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ABBO EDWARD Y
C/O C3.AI, INC.
1400 SEAPORT BLVD
REDWOOD CITY, CA 94063		       President and CTO  

Signatures

 /s/ Eric Jensen, Attorney-in-Fact   06/17/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs are fully vested.
(2) Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement and convert into Class A Common Stock on a one-for-one basis.
(3) The shares are held by the Abbo 2012 Children's Trust FBO Casey Cecile Abbo, of which the Reporting Person is trustee.
(4) The shares are held by the Abbo 2012 Children's Trust FBO Dana Lauren Abbo, of which the Reporting Person is trustee.
(5) The shares are held by the Abbo 2012 Children's Trust FBO Layla Grace Abbo, of which the Reporting Person is trustee.
(6) 12.5% of such RSU award vested on September 15, 2022 and 12.5% of such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
(7) 6.25% of such RSU award vested on September 15, 2022 and 6.25% of such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

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