SEC Form 4 · accession 0001104659-18-048493
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Future Fund Board of Guardians
10% Owner
Period of report
Jul 27, 2018
Accepted (ET)
Jul 31, 2018 · 7:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001664703
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Convertible Preferred NotesF2,F1,F3 | — | Jul 27, 2018 | C | 1,022,566 | D | — | — | Series G Convertible Preferred Stock | 1,022,566 | 0 | I |
| Series G Convertible Preferred StockF2,F1,F3 | — | Jul 27, 2018 | C | 1,022,566 | D | — | — | Class B Common Stock | 1,022,566 | 3,881,988 | I |
| Series G Convertible Preferred StockF4,F5 | — | Jul 27, 2018 | C | 3,881,988 | D | — | — | Class B Common Stock | 3,881,988 | 0 | I |
| Class B Common StockF6,F7 | — | Jul 27, 2018 | C | 4,904,554 | A | — | — | Class A Common Stock | 4,904,554 | 4,904,554 | I |
Explanation of responses
- F1Upon the completion of the Issuer's initial public offering ("IPO"), the outstanding 8% Convertible Preferred Notes mandatorily converted into shares of Series G Convertible Preferred Stock and then converted automatically into shares of Class B Common Stock in connection with the Issuer's IPO on a 1:1 basis.
- F2The number of shares reflect both the principle and the interest accrued through July 24, 2018.
- F3The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any.
- F4In connection with the IPO, the shares of Series G Convertible Preferred converted automatically into shares of Class B Common Stock on a 1:1 basis.
- F5The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians.
- F6Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in the Issuer's restated certificate of incorporation.
- F73,881,988 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians. 1,022,566 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any.