Matt Cohler Form 4 Confluent / MITCHELL LASKY 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^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021

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

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

	Form filed by One Reporting Person
X	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

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
Series A Preferred Stock	(1)	06/28/2021		C			29,923,944	(1)	(1)	Class B Common Stock(2)	29,923,944	$0.00	0	I	See footnote(3)(4)
Series B Preferred Stock	(1)	06/28/2021		C			4,149,480	(1)	(1)	Class B Common Stock(2)	4,149,480	$0.00	0	I	See footnote(3)(4)
Series C Preferred Stock	(1)	06/28/2021		C			932,888	(1)	(1)	Class B Common Stock(2)	932,888	$0.00	0	I	See footnote(3)(4)
Series D Preferred Stock	(1)	06/28/2021		C			9,685	(1)	(1)	Class B Common Stock(2)	9,685	$0.00	0	I	See footnote(3)(4)
Class B Common Stock	(2)	06/28/2021		C		35,015,997		(2)	(2)	Class A Common Stock	35,015,997	$0.00	35,015,997	I	See footnote(3)(4)

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FENTON PETER H

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hu An-Yen

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LASKY MITCHELL

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Puttagunta Chetan

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tavel Sarah E

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO).

2. 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.

3. Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII"), Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities.

4. 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 dispositive 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.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

	/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock	06/29/2021
	/s/ An-Yen Hu, by power of attorney for Matthew R. Cohler	06/29/2021
	/s/ An-Yen Hu, by power of attorney for Peter H. Fenton	06/29/2021
	/s/ An-Yen Hu, by power of attorney for J. William Gurley	06/29/2021
	/s/ An-Yen Hu	06/29/2021
	/s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky	06/29/2021
	/s/ An-Yen Hu, by power of attorney for Chetan Puttagunta	06/29/2021
	/s/ An-Yen Hu, by power of attorney for Sarah E. Tavel	06/29/2021
	** Signature of Reporting Person	Date
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