SEC Form 4 · accession 0001209191-18-044546

Bloom Energy Corp · BE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Peter J Barris

10% Owner

NEW ENTERPRISE ASSOCIATES 10 L P

10% Owner

M James Barrett

10% Owner

NEA PARTNERS 10 L P

10% Owner

Period of report

Jul 27, 2018

Accepted (ET)

Jul 31, 2018 · 4:16 pm EDT

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 Stock^F1	Jul 27, 2018	P	1,333,333	$15.00	A	1,333,333	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	4,527,868	D	—	—	Class B Common Stock	4,527,868	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	4,527,868	A	—	—	Class A Common Stock	4,527,868	4,527,868	D
Series C Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	1,062,944	D	—	—	Class B Common Stock	1,062,944	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	1,062,944	A	—	—	Class A Common Stock	1,062,944	5,590,812	D
Series D Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	620,155	D	—	—	Class B Common Stock	620,155	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	620,155	A	—	—	Class A Common Stock	620,155	6,210,967	D
Series E Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	395,815	D	—	—	Class B Common Stock	395,815	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	395,815	A	—	—	Class A Common Stock	395,815	6,606,782	D
Series F Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	125,989	D	—	—	Class B Common Stock	125,989	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	125,989	A	—	—	Class A Common Stock	125,989	6,732,771	D
Series G Convertible Preferred Stock^F1,F2,F3	—	Jul 27, 2018	C	650,631	D	—	—	Class B Common Stock	650,631	0	D
Class B Common Stock^F1,F3	—	Jul 27, 2018	C	650,631	A	—	—	Class A Common Stock	650,631	7,383,402	D
8% Convertible Preferred Notes^F5,F1,F4	—	Jul 27, 2018	C	346,239	D	—	—	Series G Convertible Preferred Stock	346,239	0	D
Class B Common Stock^F5,F1,F4	—	Jul 27, 2018	C	346,239	A	—	—	Class A Common Stock	346,239	7,729,641	D

Explanation of responses

F1The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and its individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter J. Barris, M. James Barrett and Scott D. Sandell. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which such Indirect Reporting Person has no pecuniary interest.
F2Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G 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.
F3The 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 our Class B common stock will convert automatically into shares of our 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 our 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.
F4The principal amount and accrued interest of the 8% Convertible Preferred Notes ("8% Notes") automatically converted into the specified number of shares of Class B Common Stock as a result of the automatic conversion of the Issuer's outstanding preferred stock in connection with the Issuer's IPO.
F5The number of shares reflect both the principle and the interest accrued through July 27, 2018, the date of the automatic conversion.