SEC Form 4 · accession 0001144204-18-043630
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CANADA PENSION PLAN INVESTMENT BOARD
10% Owner
Period of report
Jul 31, 2018
Accepted (ET)
Aug 10, 2018 · 4:43 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.0% Convertible Senior Secured PIK Notes due 2020F4,F1,F5,F2,F3 | — | Aug 7, 2018 | J | 106,075 | A | — | — | Class B common stock | 106,075 | 21,633,674 | D |
Explanation of responses
- F1Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Convertible Senior Secured PIK Note due 2020 (the "6% Notes") became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. The 6% Notes mature on December 1, 2020.
- F2The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at the holder's option or (b) upon any transfer except certain permitted transfers.
- F3All 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 the closing of Issuer's initial public offering, (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 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.
- F4Represents shares of Class B common stock issuable upon conversion of $1,193,345 in aggregate principal amount of payment-in-kind interest notes ("PIK Notes") that were paid by the Issuer for the July 2018 interest period in connection with the 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the PIK Notes. Interest on the 6% Notes is payable monthly in the form of cash or in the form of PIK Notes, at the election of the Issuer.
- F5Represents shares of Class B common stock issuable upon conversion of $239,862,374 in aggregate principal amount of 6% Notes (which includes $1,193,345 in aggregate principal amount of PIK Notes that became payable by the Issuer for the July 2018 interest period in connection with the 6% Notes) at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes.