Bloom Energy SC 13G/A Beneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Bloom Energy Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

093712107

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 093712107

13G

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	New Enterprise Associates 10, Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares

		6	SHARED VOTING POWER
			10,295,599 shares

		7	SOLE DISPOSITIVE POWER
			0 shares

		8	SHARED DISPOSITIVE POWER
			10,295,599 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,295,599 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	NEA Partners 10, Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares

		6	SHARED VOTING POWER
			10,295,599 shares

		7	SOLE DISPOSITIVE POWER
			0 shares

		8	SHARED DISPOSITIVE POWER
			10,295,599 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,295,599 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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13G

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Scott D. Sandell

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares

		6	SHARED VOTING POWER
			10,295,599 shares

		7	SOLE DISPOSITIVE POWER
			0 shares

		8	SHARED DISPOSITIVE POWER
			10,295,599 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,295,599 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 093712107

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Item 1(a).

Name of Issuer: Bloom Energy Corporation (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

1299 Orleans Drive, Sunnyvale, California 94089

Item 2(a).

Names of Persons Filing: New Enterprise Associates 10, Limited Partnership (“NEA 10”); NEA Partners 10, Limited Partnership, which is the sole general partner of NEA 10 (“NEA Partners 10”); Scott D. Sandell (“Sandell” or the “General Partner”) and Peter J. Barris (“Barris”). The General Partner is the individual general partner of NEA Partners 10. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if none, Residence: The address of the principal business office NEA 10 and NEA Partners 10 is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.

Item 2(c).

Citizenship: Each of NEA 10 and NEA Partners 10 is a limited partnership organized under the laws of the State of Delaware. The General Partner is a United States citizen.

Item 2(d).

Title of Class of Securities: Class A Common Stock, $0.0001 par value per share ("Common Stock").

Item 2(e).

CUSIP Number: 093712107.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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Item 4.

Ownership.

(a)

Amount Beneficially Owned:

NEA 10 is the record owner of Common Stock and Class B common stock (“Class B Common Stock”) as described below. As described in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 (the “10-Q”), holders of Class B Common Stock are entitled to ten votes per share while holders of the Common Stock are entitled to one vote per share. In addition, holders of Class B Common Stock and holders of Common Stock generally vote together as a single class. This single class would consist of 118,007,646 shares, which includes (i) 75,593,984 shares of Common Stock (the “10-Q Shares”) and (ii) 42,413,662 shares of Class B Common Stock reported by the Issuer to be outstanding as of November 4, 2019 on the 10-Q. As further described in the 10-Q, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events

NEA 10 is the record owner of 1,333,333 shares of Common Stock (the “NEA Common Stock”) and 7,729,639 shares of Class B Common Stock (the “NEA Class B Common Stock” and together with the NEA Common Stock, the “NEA 10 Shares”) and a promissory note with a face amount of $12,500,000 convertible at any time at a rate of $11.25 per share into 1,232,627 shares of Class B Common Stock (the “Note Shares” and, together with the NEA 10 Shares” the “NEA 10 Securities”) as of December 31, 2019. As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Securities. As the individual general partner of NEA Partners 10, the General Partner may also be deemed to own beneficially the NEA 10 Securities.

(b)

Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 84,556,250 shares, which includes (i) the 10-Q Shares, (ii) the NEA Class B Common Stock and (iii) the Note Shares.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See Line 5 of cover sheets.

(ii)

shared power to vote or to direct the vote: See Line 6 of cover sheets.

(iii)

sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

(iv)

shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

Item 5.

Ownership of Five Percent or Less of a Class.

Barris has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock as a result of ceasing to be a general partner of NEA 10.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

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Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable. This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

CUSIP No. 093712107

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:

February 13, 2020

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:	NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

By: *

Scott D. Sandell

General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

By: *

Scott D. Sandell

General Partner

Scott D. Sandell


	*By:	/s/ Sasha O. Keough
		Sasha O. Keough
		As attorney-in-fact

This Amendment No. 1 to the Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

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EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Bloom Energy Corporation.

EXECUTED this 13^th day of February, 2020.

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:	NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

By: *

Scott D. Sandell

General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

By: *

Scott D. Sandell

General Partner

Scott D. Sandell


	*By:	/s/ Sasha O. Keough
		Sasha O. Keough
		As attorney-in-fact

This Agreement was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No. 093712107

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EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett

M. James Barrett

/s/ Peter J. Barris

Peter J. Barris

/s/ Forest Baskett

Forest Baskett

/s/ Ali Behbahani

Ali Behbahani

/s/ Colin Bryant

Colin Bryant

/s/ Carmen Chang

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher

Carol G. Gallagher

/s/ Dayna Grayson

Dayna Grayson

/s/ Patrick J. Kerins

Patrick J. Kerins

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/s/ P. Justin Klein

P. Justin Klein

/s/ Vanessa Larco

Vanessa Larco

/s/ Joshua Makower

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers

Edward T. Mathers

/s/ David M. Mott

David M. Mott

/s/ Sara M. Nayeem

Sara M. Nayeem

/s/ Jason R. Nunn

Jason R. Nunn

/s/ Gregory Papadopoulos

Gregory Papadopoulos

/s/ Chetan Puttagunta

Chetan Puttagunta

/s/ Jon Sakoda

Jon Sakoda

/s/ Scott D. Sandell

Scott D. Sandell

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Peter W. Sonsini

Peter W. Sonsini

/s/ Melissa Taunton

Melissa Taunton

/s/ Frank M. Torti

Frank M. Torti

/s/ Ravi Viswanathan

Ravi Viswanathan

/s/ Paul E. Walker

Paul E. Walker

/s/ Rick Yang

Rick Yang

Bloom Energy (BE) SC 13G/ABeneficial ownership report (amended)