Technology Ventures Advisors Fund Vi L P Mobius Form 3 Bloom Energy / TECHNOLOGY VENTURES ADVISORS FUND VI L P MOBIUS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2018

3. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,358,073	⁽¹⁾	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	28,812	⁽¹⁾	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	36,778	⁽¹⁾	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,180	⁽¹⁾	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,456,582	⁽¹⁾	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	30,902	⁽¹⁾	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	39,446	⁽¹⁾	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,484	⁽¹⁾	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	55,540	⁽¹⁾	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,178	⁽¹⁾	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,504	⁽¹⁾	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	170	⁽¹⁾	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	52,908	⁽¹⁾	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,122	⁽¹⁾	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,432	⁽¹⁾	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	162	⁽¹⁾	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES VI LP

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFTBANK U S VENTURES VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MENDELSON JASON A

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's initial public offering ("IPO").

2. The 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 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 Issuer's 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.

3. The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").

4. The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").

5. The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").

6. The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").

7. Mobius VI LLC ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason A. Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Mobius VI LLC, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures Advisors Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures Side Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures VI, L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	SOFTBANK U.S. Ventures VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	/s/ Bradley A. Feld	01/23/2019
	/s/ Jason A. Mendelson	01/23/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Technology Ventures Advisors Fund Vi L P Mobius Form 3Bloom Energy / TECHNOLOGY VENTURES ADVISORS FUND VI L P MOBIUS ownership change