SEC Form 4 · accession 0000899243-19-001820
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bradley A Feld
10% Owner
MOBIUS VI LLC
10% Owner
MOBIUS TECHNOLOGY VENTURES VI LP
10% Owner
SOFTBANK U S VENTURES VI L P
10% Owner
Jason A Mendelson
10% Owner
Period of report
Jul 27, 2018
Accepted (ET)
Jan 23, 2019 · 9:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001664703
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3 | Jan 18, 2019 | C | 1,423,663 | $0.00 | A | 1,423,663 | I | Mobius Technology Ventures VI, L.P. |
| Class A Common StockF4 | Jan 18, 2019 | C | 1,531,414 | $0.00 | A | 1,531,414 | I | SOFTBANK U.S. Ventures VI L.P. |
| Class A Common StockF5 | Jan 18, 2019 | C | 58,392 | $0.00 | A | 58,392 | I | Mobius Technology Ventures Side Fund VI L.P. |
| Class A Common StockF6 | Jan 18, 2019 | C | 55,624 | $0.00 | A | 55,624 | I | Mobius Technology Ventures Advisors Fund VI L.P. |
| Class A Common StockF1,F3 | Jan 22, 2019 | S | 69,558 | $11.86 | D | 1,354,105 | I | Mobius Technology Ventures VI, L.P. |
| Class A Common StockF1,F4 | Jan 22, 2019 | S | 74,603 | $11.86 | D | 1,456,811 | I | SOFTBANK U.S. Ventures VI L.P. |
| Class A Common StockF1,F5 | Jan 22, 2019 | S | 2,845 | $11.86 | D | 55,547 | I | Mobius Technology Ventures Side Fund VI L.P. |
| Class A Common StockF1,F6 | Jan 22, 2019 | S | 2,710 | $11.86 | D | 52,914 | I | Mobius Technology Ventures Advisors Fund VI L.P. |
| Class A Common StockF3 | Jan 22, 2019 | S | 46 | $12.42 | D | 1,354,059 | I | Mobius Technology Ventures VI, L.P. |
| Class A Common StockF4 | Jan 22, 2019 | S | 51 | $12.42 | D | 1,456,760 | I | SOFTBANK U.S. Ventures VI L.P. |
| Class A Common StockF5 | Jan 22, 2019 | S | 2 | $12.42 | D | 55,545 | I | Mobius Technology Ventures Side Fund VI L.P. |
| Class A Common StockF6 | Jan 22, 2019 | S | 1 | $12.42 | D | 52,913 | I | Mobius Technology Ventures Advisors Fund VI L.P. |
| Class A Common StockF2,F3 | Jan 23, 2019 | S | 21,241 | $11.94 | D | 1,332,818 | I | Mobius Technology Ventures VI, L.P. |
| Class A Common StockF2,F4 | Jan 23, 2019 | S | 22,782 | $11.94 | D | 1,433,978 | I | SOFTBANK U.S. Ventures VI L.P. |
| Class A Common StockF2,F5 | Jan 23, 2019 | S | 869 | $11.94 | D | 54,676 | I | Mobius Technology Ventures Side Fund VI L.P. |
| Class A Common StockF2,F6 | Jan 23, 2019 | S | 827 | $11.94 | D | 52,086 | I | Mobius Technology Ventures Advisors Fund VI L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF3,F7,F8 | — | Jul 27, 2018 | C | 1,358,073 | D | — | — | Class B Common Stock | 1,358,073 | 0 | I |
| Class B Common StockF3,F7,F9 | — | Jul 27, 2018 | C | 1,358,073 | A | — | — | Class A Common Stock | 1,358,073 | 1,358,073 | I |
| Series D Convertible Preferred StockF3,F7,F8 | — | Jul 27, 2018 | C | 28,812 | D | — | — | Class B Common Stock | 28,812 | 0 | I |
| Class B Common StockF3,F7,F9 | — | Jul 27, 2018 | C | 28,812 | A | — | — | Class A Common Stock | 28,812 | 1,386,885 | I |
| Series E Convertible Preferred StockF3,F7,F8 | — | Jul 27, 2018 | C | 36,778 | D | — | — | Class B Common Stock | 36,778 | 0 | I |
| Class B Common StockF3,F7,F9 | — | Jul 27, 2018 | C | 36,778 | A | — | — | Class A Common Stock | 36,778 | 1,423,663 | I |
| Series F Convertible Preferred StockF3,F7,F8 | — | Jul 27, 2018 | C | 4,180 | D | — | — | Class B Common Stock | 4,180 | 0 | I |
| Class B Common StockF3,F7,F9 | — | Jul 27, 2018 | C | 4,180 | A | — | — | Class A Common Stock | 4,180 | 1,427,843 | I |
| Series C Convertible Preferred StockF4,F7,F8 | — | Jul 27, 2018 | C | 1,456,582 | D | — | — | Class B Common Stock | 1,456,582 | 0 | I |
| Class B Common StockF4,F7,F9 | — | Jul 27, 2018 | C | 1,456,582 | A | — | — | Class A Common Stock | 1,456,582 | 1,456,582 | I |
| Series D Convertible Preferred StockF4,F7,F8 | — | Jul 27, 2018 | C | 30,902 | D | — | — | Class B Common Stock | 30,902 | 0 | I |
| Class B Common StockF4,F7,F9 | — | Jul 27, 2018 | C | 30,902 | A | — | — | Class A Common Stock | 30,902 | 1,487,484 | I |
| Series E Convertible Preferred StockF4,F7,F8 | — | Jul 27, 2018 | C | 39,446 | D | — | — | Class B Common Stock | 39,446 | 0 | I |
| Class B Common StockF4,F7,F9 | — | Jul 27, 2018 | C | 39,446 | A | — | — | Class A Common Stock | 39,446 | 1,526,930 | I |
| Series F Convertible Preferred StockF4,F7,F8 | — | Jul 27, 2018 | C | 4,484 | D | — | — | Class B Common Stock | 4,484 | 0 | I |
| Class B Common StockF4,F7,F9 | — | Jul 27, 2018 | C | 4,484 | A | — | — | Class A Common Stock | 4,484 | 1,531,414 | I |
| Series C Convertible Preferred StockF5,F7,F8 | — | Jul 27, 2018 | C | 55,540 | D | — | — | Class B Common Stock | 55,540 | 0 | I |
| Class B Common StockF5,F7,F9 | — | Jul 27, 2018 | C | 55,540 | A | — | — | Class A Common Stock | 55,540 | 55,540 | I |
| Series D Convertible Preferred StockF5,F7,F8 | — | Jul 27, 2018 | C | 1,178 | D | — | — | Class B Common Stock | 1,178 | 0 | I |
| Class B Common StockF5,F7,F9 | — | Jul 27, 2018 | C | 1,178 | A | — | — | Class A Common Stock | 1,178 | 56,718 | I |
| Series E Convertible Preferred StockF5,F7,F8 | — | Jul 27, 2018 | C | 1,504 | D | — | — | Class B Common Stock | 1,504 | 0 | I |
| Class B Common StockF5,F7,F9 | — | Jul 27, 2018 | C | 1,504 | A | — | — | Class A Common Stock | 1,504 | 58,222 | I |
| Series F Convertible Preferred StockF5,F7,F8 | — | Jul 27, 2018 | C | 170 | D | — | — | Class B Common Stock | 170 | 0 | I |
| Class B Common StockF5,F7,F9 | — | Jul 27, 2018 | C | 170 | A | — | — | Class A Common Stock | 170 | 58,392 | I |
| Series C Convertible Preferred StockF6,F7,F8 | — | Jul 27, 2018 | C | 52,908 | D | — | — | Class B Common Stock | 52,908 | 0 | I |
| Class B Common StockF6,F7,F9 | — | Jul 27, 2018 | C | 52,908 | A | — | — | Class A Common Stock | 52,908 | 52,908 | I |
| Series D Convertible Preferred StockF6,F7,F8 | — | Jul 27, 2018 | C | 1,122 | D | — | — | Class B Common Stock | 1,122 | 0 | I |
| Class B Common StockF6,F7,F9 | — | Jul 27, 2018 | C | 1,122 | A | — | — | Class A Common Stock | 1,122 | 54,030 | I |
| Series E Convertible Preferred StockF6,F7,F8 | — | Jul 27, 2018 | C | 1,432 | D | — | — | Class B Common Stock | 1,432 | 0 | I |
| Class B Common StockF6,F7,F9 | — | Jul 27, 2018 | C | 1,432 | A | — | — | Class A Common Stock | 1,432 | 55,462 | I |
Explanation of responses
- F1Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $11.40 to $12.39 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F2Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $11.82 - $12.08 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F3The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").
- F4The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").
- F5The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").
- F6The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").
- F7Mobius VI LLC ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason A. Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.
- F8Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock and Series F Convertible Preferred Stock automatically converted into the Issuer's Class B Common Stock, on a 1 for 1 basis, immediately prior to the Closing of the Issuer's initial public offering on July 27, 2018 ("IPO") and had no expiration date.
- F9The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis at the holder's option or upon any transfer except for certain permitted transfers. All the outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of July 27, 2018, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Issuer's Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar.
Remarks
Form 1 of 2.