Erica Schultz Form 4 Confluent / Erica Schultz ownership change

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^*

Schultz Erica

(Last) (First) (Middle)

C/O CONFLUENT, INC.

899 W. EVELYN AVENUE

(Street)

MOUNTAIN VIEW CA 94041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/17/2022		C		29,325	A	(1)	135,732(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	$3.41	05/17/2022		M			29,325	(3)	12/04/2029	Class B Common Stock	29,325	$0.00	2,429,675	D
Class B Common Stock	(1)	05/17/2022		M		29,325		(1)	(1)	Class A Common Stock	29,325	$0.00	29,325	D
Class B Common Stock	(1)	05/17/2022		C			29,325	(1)	(1)	Class A Common Stock	29,325	$0.00	0	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	11,500		11,500	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	175,000		175,000	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	13,500		13,500	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	200,000		200,000	I	See footnote(7)

Explanation of Responses:

1. 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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

2. Includes 105,019 shares that are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 50% of RSUs vest on February 20, 2025 and 50% of the RSUs vest of February 20, 2026, subject to the Reporting Person's continuous service through each such vesting date.

3. The shares subject to the option are immediately exercisable. 25% of the shares vested on 10/28/2020 and the remainder vest in 36 equal monthly installments thereafter, subject to Reporting Person's continuous service through each such vesting date.

4. The shares are held by The Bryan and Erica Schultz Family Revocable Trust.

5. The shares are held by The Erica Schultz 2021 Annuity Trust u/a/d 3/25/2021.

6. The shares are held by The Ruliffson Schultz Extended Family Trust.

7. The shares are held by The Schultz Family 2021 Irrevocable Beholder Trust.

Remarks:

	/s/ Melanie Vinson, Attorney-in-fact	05/19/2022
	** 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).
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