SEC Form 4 · accession 0001123292-19-000361
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 5:20 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 StockF1,F2 | Feb 25, 2019 | C | 5,871,842 | $0.00 | A | 5,871,842 | I | See Footnotes |
| Class A Common StockF1,F2 | Feb 26, 2019 | C | 345,572 | $0.00 | A | 6,217,414 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F5,F3,F4 | — | Feb 25, 2019 | C | 5,871,842 | D | — | — | Class A Common Stock | 5,871,842 | 345,572 | I |
| Class B Common StockF2,F5,F3,F4 | — | Feb 26, 2019 | C | 345,572 | D | — | — | Class A Common Stock | 345,572 | 0 | I |
Explanation of responses
- F1Following the conversions reported in this Form 4, (i) 2,107,990 shares of Class A common stock are held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class A common stock are held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class A common stock are held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class A common stock are held by PE12PXVC (US Direct) Ltd.
- F2Each of 1536053 Alberta Ltd., 1536057 Alberta Ltd., PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd. (the "AIMCo Funds") is advised by the reporting person, Alberta Investment Management Corporation, which is empowered by the Alberta Investment Management Corporation Act to act on behalf of Her Majesty the Queen in Right of Alberta as its agent. As the investment manager of the AIMCo Funds, the reporting person may be deemed an indirect beneficial owner of the securities directly owned by the AIMCo Funds. The reporting person disclaims beneficial ownership of the securities reported, except to the extent of its pecuniary interest therein.
- F3Each 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.
- F4Each outstanding share of Class B common stock will convert mandatorily into one share of Class A common stock upon (i) any transfer, except for certain distributions and permitted transfers described in the issuer's restated certificate of incorporation, and (ii) the earliest of the following: (a) immediately prior to the close of business on the fifth anniversary of the consummation of the issuer's initial public offering (the "IPO"), which closed on July 27, 2018, (b) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than 5% of all shares of Class A and Class B common stock outstanding, (c) as specified in an election notice of KR Sridhar, the issuer's current chief executive officer and chairman, to convert all shares of Class B common stock, or (d) immediately following the date of KR Sridhar's death.
- F5Prior to the conversions reported in this Form 4, (i) 2,107,990 shares of Class B common stock were held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class B common stock were held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class B common stock were held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class B common stock were held by PE12PXVC (US Direct) Ltd.