SEC Form 4 · accession 0001209191-18-044633
Bloom Energy Corp · BE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan Seilheimer Brennan
Officer — EVP and COO
Period of report
Jul 27, 2018
Accepted (ET)
Jul 31, 2018 · 8:30 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 | Jul 27, 2018 | P | 1,000 | $15.00 | A | 1,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSU)(Class B Common Stock)F1,F2,F3 | — | Jul 27, 2018 | A | 1,003 | A | — | — | Class B Common Stock | 1,003 | 1,003 | D |
| Restricted Stock Units (RSU) (Class B Common Stock)F1,F4,F3 | — | Jul 27, 2018 | A | 13,332 | A | — | — | Class B Common Stock | 13,332 | 13,332 | D |
| Restricted Stock Unit (RSU) (Class B Common Stock)F1,F5,F3 | — | Jul 27, 2018 | A | 29,331 | A | — | — | Class B Common Stock | 29,331 | 29,331 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.
- F2The RSU will vest 100% at the end of lock-up period and during an open trading window, subject to the reporting person's continuous service with the Issuer through the vesting date.
- F3The 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.
- F4The RSU will vest 50% at the end of lock-up period and during an open trading window; 25% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018; and the remaining 25% will vest on the first allowable trading date following the second-year anniversary of July 27, 2018, subject to the Company's Insider Trading Policy and trading window and to the reporting person's continued service with the Issuer through each vesting date.
- F5The RSU will vest 34% at the end of lock-up period and during an open trading window; 33% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018; and the remaining 33% will vest on the first allowable trading date following the second-year anniversary of July 27, 2018, subject to the Company's Insider Trading Policy and trading window and to the reporting person's continued service with the Issuer through each vesting date.