| 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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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| 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) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 4,527,868 | 0.00(1) | D(3) | |
| Series C Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 1,062,944 | 0.00(1) | D(3) | |
| Series D Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 620,155 | 0.00(1) | D(3) | |
| Series E Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 395,815 | 0.00(1) | D(3) | |
| Series F Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 125,989 | 0.00(1) | D(3) | |
| Series G Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 650,631 | 0.00(1) | D(3) | |
| 8% Convertible Preferred Notes | (4) | (4) | Series G Convertible Preferred Stock(4) | 346,013(5) | 0.00(4) | D(3) | |
| 6% Convertible Notes | (6) | 12/01/2020 | Class B Common Stock(2) | 358,530(5) | 0.00(6) | D(3) | |
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. The shares 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 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 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 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 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. |
| 3. The 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. |
| 4. Upon the completion of the Issuer's IPO, the outstanding 8% Notes will mandatorily convert into Series G convertible preferred stock. The shares of Series G 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 IPO. |
| 5. The number of shares reflect both the principle and the interest accrued through July 24, 2018. |
| 6. Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock. |
| Remarks: |
| /s/ Sasha Keough, attorney-in-fact | 07/24/2018 | |
| ** 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). | ||
| 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. | ||
