SEC Form 4 · accession 0001209191-18-044619
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 27, 2018
Accepted (ET)
Jul 31, 2018 · 8:08 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F4,F5,F1,F2 | — | Jul 27, 2018 | C | 8,850,000 | D | — | — | Class B Common Stock | 8,850,000 | 0 | I |
| Class B Common StockF3,F4,F6,F2 | — | Jul 27, 2018 | C | 8,850,000 | A | — | — | Class A Common Stock | 8,850,000 | 8,850,000 | I |
| Series B Convertible Preferred StockF3,F4,F7,F1,F2 | — | Jul 27, 2018 | C | 3,278,690 | D | — | — | Class B Common Stock | 3,278,690 | 0 | I |
| Class B Common StockF3,F4,F8,F2 | — | Jul 27, 2018 | C | 3,278,690 | A | — | — | Class A Common Stock | 3,278,690 | 12,128,690 | I |
| Series C Convertible Preferred StockF3,F4,F9,F1,F2 | — | Jul 27, 2018 | C | 664,341 | D | — | — | Class B Common Stock | 664,341 | 0 | I |
| Class B Common StockF3,F4,F10,F2 | — | Jul 27, 2018 | C | 664,341 | A | — | — | Class A Common Stock | 664,341 | 12,793,031 | I |
| Series D Convertible Preferred StockF3,F4,F11,F1,F2 | — | Jul 27, 2018 | C | 186,046 | D | — | — | Class B Common Stock | 186,046 | 0 | I |
| Class B Common StockF3,F4,F12,F2 | — | Jul 27, 2018 | C | 186,046 | A | — | — | Class A Common Stock | 186,046 | 12,979,077 | I |
| Series E Convertible Preferred StockF3,F4,F13,F1,F2 | — | Jul 27, 2018 | C | 275,452 | D | — | — | Class B Common Stock | 275,452 | 0 | I |
| Class B Common StockF3,F4,F14,F2 | — | Jul 27, 2018 | C | 275,452 | A | — | — | Class A Common Stock | 275,452 | 13,254,529 | I |
| Series F Convertible Preferred StockF3,F4,F15,F1,F2 | — | Jul 27, 2018 | C | 125,989 | D | — | — | Classs B Common Stock | 125,989 | 0 | I |
| Class B Common StockF3,F4,F16,F2 | — | Jul 27, 2018 | C | 125,989 | A | — | — | Class A Common Stock | 125,989 | 13,380,518 | I |
| Series G Convertible Preferred StockF3,F4,F17,F1,F2 | — | Jul 27, 2018 | C | 260,536 | D | — | — | Class B Common Stock | 260,536 | 0 | I |
| Class B Common StockF3,F4,F18,F2 | — | Jul 27, 2018 | C | 260,536 | A | — | — | Class A Common Stock | 260,536 | 13,641,054 | I |
| 8% Convertible Preferred Note (Series G)F20,F3,F4,F21,F19,F2 | — | Jul 27, 2018 | C | 346,239 | D | — | — | Class B Common Stock | 346,239 | 0 | I |
| Class B Common StockF20,F3,F4,F22,F2 | — | Jul 27, 2018 | C | 346,239 | A | — | — | Class A Common Stock | 346,239 | 13,987,293 | I |
Explanation of responses
- F1The shares of Series A Convertible Preferred Stock, 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 1-for-1 into shares of Class B Common Stock in connection with the closing of Issuer's initial public offering on July 27, 2018 ("IPO").
- F10Consists of (a) 258,229 shares of Class B Common Stock held by KPCB IX-A; (b) 7,972 shares of Class B Common Stock held by KPCB IX-B; (c) 227,305 shares of Class B Common Stock held by KPCB X-A; (d) 6,411 shares of Class B Common Stock held by KPCB X-B; and (e) 164,424 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F11Consists of (a) 72,317 shares of Series D Convertible Preferred Stock held by KPCB IX-A; (b) 2,233 shares of Series D Convertible Preferred Stock held by KPCB IX-B; (c) 63,655 shares of Series D Convertible Preferred Stock held by KPCB X-A; (d) 1,795 shares of Series D Convertible Preferred Stock held by KPCB X-B; and (e) 46,046 shares of Series D Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Series D Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F12Consists of (a) 72,317 shares of Class B Common Stock held by KPCB IX-A; (b) 2,233 shares of Class B Common Stock held by KPCB IX-B; (c) 63,655 shares of Class B Common Stock held by KPCB X-A; (d) 1,795 shares of Class B Common Stock held by KPCB X-B; and (e) 46,046 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F13Consists of (a) 107,068 shares of Series E Convertible Preferred Stock held by KPCB IX-A; (b) 3,306 shares of Series E Convertible Preferred Stock held by KPCB IX-B; (c) 94,245 shares of Series E Convertible Preferred Stock held by KPCB X-A; (d) 2,658 shares of Series E Convertible Preferred Stock held by KPCB X-B; and (e) 68,175 shares of Series E Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Series E Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F14Consists of (a) 107,068 shares of Class B Common Stock held by KPCB IX-A; (b) 3,306 shares of Class B Common Stock held by KPCB IX-B; (c) 94,245 shares of Class B Common Stock held by KPCB X-A; (d) 2,658 shares of Class B Common Stock held by KPCB X-B; and (e) 68,175 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F15Consists of (a) 48,972 shares of Series F Convertible Preferred Stock held by KPCB IX-A; (b) 1,512 shares of Series F Convertible Preferred Stock held by KPCB IX-B; (c) 43,107 shares of Series F Convertible Preferred Stock held by KPCB X-A; (d) 1,216 shares of Series F Convertible Preferred Stock held by KPCB X-B; and (e) 31,182 shares of Series F Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Series F Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F16Consists of (a) 48,972 shares of Class B Common Stock held by KPCB IX-A; (b) 1,512 shares of Class B Common Stock held by KPCB IX-B; (c) 43,107 shares of Class B Common Stock held by KPCB X-A; (d) 1,216 shares of Class B Common Stock held by KPCB X-B; and (e) 31,182 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F17Consists of (a) 101,270 shares of Series G Convertible Preferred Stock held by KPCB IX-A; (b) 3,125 shares of Series G Convertible Preferred Stock held by KPCB IX-B; (c) 89,143 shares of Series G Convertible Preferred Stock held by KPCB X-A; (d) 2,514 shares of Series G Convertible Preferred Stock held by KPCB X-B; and (e) 64,484 shares of Series G Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Series G Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F18Consists of (a) 101,270 shares of Class B Common Stock held by KPCB IX-A; (b) 3,125 shares of Class B Common Stock held by KPCB IX-B; (c) 89,143 shares of Class B Common Stock held by KPCB X-A; (d) 2,514 shares of Class B Common Stock held by KPCB X-B; and (e) 64,484 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F19The 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 Issuer's outstanding preferred stock in connection with the Issuer's IPO.
- 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 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 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.
- F20The number of shares reflect both the principal and the interest accrued on the 8% Notes through July 27, 2018, the date of the automatic conversion in connection with the Issuer's IPO.
- F21Consists of (a) 134,583 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Series G Convertible Preferred Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Series G Convertible Preferred Stock issuable upon conversion held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F22Consists of (a) 134,583 shares of Class B Common Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Class B Common Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Class B Common Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Class B Common Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Class B Common Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F3All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
- F4KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB X Associates, LLC ("KPCB X Associates"), is the general partner of Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A") and Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"). Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B.
- F5Consists of (a) 3,439,995 shares of Series A Convertible Preferred Stock held by KPCB IX-A; (b) 106,200 shares of Series A Convertible Preferred Stock held by KPCB IX-B; (c) 3,028,027 shares of Series A Convertible Preferred Stock held by KPCB X-A; (d) 85,403 shares of Series A Convertible Preferred Stock held by KPCB X-B; and (e) 2,190,375 shares of Series A Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares Series A Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F6Consists of (a) 3,439,995 shares of Class B Common Stock held by KPCB IX-A; (b) 106,200 shares of Class B Common Stock held KPCB IX-B; (c) 3,028,027 shares of Class B Common Stock held by KPCB X-A; (d) 85,403 shares of Class B Common Stock held by KPCB X-B; and (e) 2,190,375 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F7Consists of (a) 1,274,427 shares of Series B Convertible Preferred Stock held by KPCB IX-A; (b) 39,344 shares of Series B Convertible Preferred Stock held by KPCB IX-B; (c) 1,121,804 shares of Series B Convertible Preferred Stock held by KPCB X-A; (d) 31,639 shares of Series B Convertible Preferred Stock held by KPCB X-B; and (e) 811,476 shares of Series B Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Series B Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
- F8Consists of (a) 1,274,427 shares of Class B Common Stock held by KPCB IX-A; (b) 39,344 shares of Class B Common Stock held by KPCB IX-B; (c) 1,121,804 shares of Class B Common Stock held by KPCB X-A; (d) 31,639 shares of Class B Common Stock held by KPCB X-B; and (e) 811,476 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
- F9Consists of (a) 258,229 shares of Series C Convertible Preferred Stock held by KPCB IX-A; (b) 7,972 shares of Series C Convertible Preferred Stock held by KPCB IX-B; (c) 227,305 shares of Series C Convertible Preferred Stock held by KPCB X-A; (d) 6,411 shares of Series C Convertible Preferred Stock held by KPCB X-B; and (e) 164,424 shares of Series C Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Series C Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.