| 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 Bloom Energy Corp [ BE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2019 | ||||||||||||||||||||||||||
| 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 | 02/25/2019 | C | 5,871,842 | A | $0 | 5,871,842 | I | See Footnotes(1)(2) | ||
| Class A Common Stock | 02/26/2019 | C | 345,572 | A | $0 | 6,217,414 | I | See Footnotes(1)(2) | ||
| 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)(4) | 02/25/2019 | C | 5,871,842 | (3) | (4) | Class A Common Stock | 5,871,842 | $0 | 345,572 | I | See Footnotes(2)(5) | |||
| Class B Common Stock | (3)(4) | 02/26/2019 | C | 345,572 | (3) | (4) | Class A Common Stock | 345,572 | $0 | 0 | I | See Footnotes(2)(5) | |||
| Explanation of Responses: |
| 1. Following the conversions reported in this Form 4, (i) 2,107,990 shares of Class A common stock are held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class A common stock are held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class A common stock are held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class A common stock are held by PE12PXVC (US Direct) Ltd. |
| 2. 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 reported, except to the extent of its pecuniary interest therein. |
| 3. 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. |
| 4. 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. |
| 5. Prior to the conversions reported in this Form 4, (i) 2,107,990 shares of Class B common stock were held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class B common stock were held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class B common stock were held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class B common stock were held by PE12PXVC (US Direct) Ltd. |
| Remarks: |
| /s/ Jon Reay, Chief Compliance Officer and Associate General Counsel, | 02/27/2019 | |
| ** 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 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. | ||
