| 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) 07/27/2018 | 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 | ||||
| Class B Common Stock | (1) | (2) | Class A Common Stock | 6,217,414(3) | (1)(2) | I | See Footnote(5) |
| Warrants to Purchase Class B Common Stock | (1)(4) | 07/01/2021 | Class B Common Stock | 468,548(4) | 27.78 | I | See Footnote(5) |
| Explanation of Responses: |
| 1. Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. |
| 2. Each outstanding share of Class B common stock will convert mandatorily into one share of Class A common stock upon (i) any transfer, except for certain distributions and permitted transfers described in the issuer's restated certificate of incorporation, and (ii) the earliest of the following: (a) immediately prior to the close of business on the fifth anniversary of the consummation of the issuer's initial public offering (the "IPO"), which closed on July 27, 2018, (b) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than 5% of all shares of Class A and Class B common stock outstanding, (c) as specified in an election notice of KR Sridhar, the issuer's current chief executive officer and chairman, to convert all shares of Class B common stock, or (d) immediately following the date of KR Sridhar's death. |
| 3. Represents (i) 2,107,990 shares of Class B common stock held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class B common stock held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class B common stock held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class B common stock held by PE12PXVC (US Direct) Ltd. The shares of Class B common stock held by PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd. were issued upon mandatory conversion of the issuer's subordinated secured convertible promissory 8% notes upon the closing of the IPO (following conversion into shares of the issuer's Series G convertible redeemable preferred stock that then immediately convertible into shares of Class B common stock). |
| 4. Represents (i) 220,499 shares of Class B common stock underlying immediately exercisable warrants held by PE12GVVC (US Direct) Ltd. and (ii) 248,049 shares of Class B common stock underlying immediately exercisable warrants held by PE12PXVC (US Direct) Ltd. The number of shares of Class B common stock issuable upon exercise and the exercise price of the warrants are subject to anti-dilution adjustments. The warrants converted immediately upon the closing of the issuer's IPO from warrants to purchase shares of the issuer's Series F convertible preferred stock into warrants to purchase Class B common stock. |
| 5. Each of 1536053 Alberta Ltd., 1536057 Alberta Ltd., PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd. (the "AIMCo Funds") is advised by the reporting person, Alberta Investment Management Corporation, which is empowered by the Alberta Investment Management Corporation Act to act on behalf of Her Majesty the Queen in Right of Alberta as its agent. As the investment manager of the AIMCo Funds, the reporting person may be deemed an indirect beneficial owner of the securities directly owned by the AIMCo Funds. The reporting person disclaims beneficial ownership of the securities in the table above, except to the extent of its pecuniary interest therein. |
| Remarks: |
| /s/ Jon Reay, Chief Compliance Officer and Associate General Counsel, for Alberta Investment Management Corporation | 07/31/2018 | |
| ** 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. | ||
