SEC Form 4 · accession 0001209191-18-044124
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
William Thayer
Officer — Executive Vice President, Sale
Period of report
Jul 24, 2018
Accepted (ET)
Jul 26, 2018 · 9:38 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy Class B Common Stock)F1,F2 | $15.00 | Jul 24, 2028 | A | 20,000 | A | — | Jul 23, 2028 | Class B Common Stock | 20,000 | 20,000 | D |
| Stock Option (Right to Buy Class B Common Stock)F3,F2 | $15.00 | Jul 24, 2028 | A | 44,445 | A | — | Jul 23, 2028 | Class B Common Stock | 44,445 | 44,445 | D |
| Restricted Stock Unit (RSU) (Class B Common Stock)F4,F5,F2 | — | Jul 24, 2028 | A | 40,000 | A | — | — | Class B Common Stock | 40,000 | 40,000 | D |
| Restricted Stock Unit (RSU)(Class B Common StockF4,F6,F2 | — | Jul 24, 2028 | A | 22,222 | A | — | — | Class B Common Stock | 22,222 | 22,222 | D |
| Restricted Stock Units (RSU) (Class B Common Stock)F4,F7,F2 | — | Jul 24, 2028 | A | 128,830 | A | — | — | Class B Common Stock | 128,830 | 128,830 | D |
Explanation of responses
- F1The option will vest at the rate of 50% on the one year anniversary of July 24, 2018, and the remaining 50% on the second year anniversary of such date, subject to the reporting person's continued service through each vesting date.
- 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. 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 the closing of Issuer's IPO, (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.
- F3The option will vest in three equal annual installments commencing on the second year anniversary of July 24, 2018, followed by the third and fourth anniversaries, so that the entire grant is full vested on the 4th year anniversary of July 24, 2018, subject to the reporting person's continued service through each vesting date.
- F4Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F5RSU's will vest 50% on the first allowable trading date following the one-year anniversary of July 24, 2018, and the remaining 50% to vest on the first allowable trading date following the second-year anniversary of July 24, 2018, subject to the Company's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date.
- F6These RSU's will vest on the first allowable trading day following the one year anniversary of July 24, 2018, subject to the Company's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date
- F7These RSU's will vest over two years at 6 month intervals from July 24, 2018, subject to the reporting person's continued service through each vesting date.