SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Confluent, Inc. [ CFLT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/08/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/08/2021 | C | 9,267,372 | A | $0.00 | 9,267,372 | I | See footnote(1) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 9,267,372 | D | $0.00 | 0 | I | See footnote(1) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 425,680 | A | $0.00 | 425,680 | I | See footnote(4) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 1,418,936 | A | $0.00 | 1,418,936 | I | See footnote(5) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 1,156,576 | A | $0.00 | 1,156,576 | I | See footnote(6) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 1,418,937 | A | $0.00 | 1,418,937 | I | See footnote(7) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 1,418,936 | A | $0.00 | 1,418,936 | I | See footnote(8) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 946,430 | A | $0.00 | 946,430 | I | See footnote(9) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 11,910 | A | $0.00 | 11,910 | I | See footnote(10) | ||
| Class A Common Stock | 09/08/2021 | J(2) | 212,839 | A | $0.00 | 212,839 | I | See footnote(11) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (3) | 09/08/2021 | C | 9,267,372 | (3) | (3) | Class A Common Stock | 9,267,372 | $0.00 | 25,748,625 | I | See footnote(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and investment power over such shares. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and investment power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities. |
| 2. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds to BCMC VIII and its respective members and equityholders and was not a disposition for value. The recipients of such shares in such distribution are subject to a lock-up agreement with the representatives of the several underwriters in connection with the initial public offering of the Issuer. |
| 3. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. |
| 4. Shares are held by Steven M. Spurlock's family partnership. |
| 5. Shares are held by Matthew R. Cohler's trust entity. |
| 6. Shares are held by Peter H. Fenton's trust entities. |
| 7. Shares are held by Mitchell H. Lasky's family trust. |
| 8. Shares are held by J. William Gurley's trust entities. |
| 9. Shares are held by Sarah Tavel |
| 10. Shares held by An-Yen Hu's trust entity. |
| 11. Shares held by Chetan Puttagunta's trust entity. |
| Remarks: |
| This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. |
| /s/ An-Yen Hu, by power of attorney for Steven M. Spurlock | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for Matthew R. Cohler | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for Peter H. Fenton | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for J. William Gurley | 09/10/2021 | |
| /s/ An-Yen Hu | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for Chetan Puttagunta | 09/10/2021 | |
| /s/ An-Yen Hu, by power of attorney for Sarah E. Tavel | 09/10/2021 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||