Bloom Energy (BE) Form 3 Bloom Energy / KR Sridhar ownership change

SEC Form 3

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^*

Sridhar KR

(Last) (First) (Middle)

1299 ORLEANS DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2018

3. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

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

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

5. 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 Beneficially Owned
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)
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)	(1)	Class A Common Stock	873,114	0.00	D
Class B Common Stock	(1)	(1)	Class A Common Stock	33,136	0.00	I	KR Sridhar 2008 Annuity Trust AS dated December 18, 2008(2)
Class B Common Stock	(1)	(1)	Class A Common Stock	33,136	0.00	I	KR Sridhar 2008 Annuity Trust KS dated December 18, 2008(3)
Class B Common Stock	(1)	(1)	Class A Common Stock	55,630	0.00	I	KR Sridhar 2010 Annuity Trust AS dated April 27, 2010(4)
Class B Common Stock	(1)	(1)	Class A Common Stock	55,630	0.00	I	KR Sridhar 2010 Annuity Trust KS dated April 27, 2010(5)
Class B Common Stock	(1)	(1)	Class A Common Stock	325,520	0.00	I	The KR Sridhar and Sudha Sarma 2012 Irrevocable Trust(6)
Stock Option (Right to Buy Class B Common Stock)	(7)	06/01/2021	Class B Common Stock	233,334	20.55	D
Stock Option (Right to Buy Class B Common Stock)	(8)	05/10/2027	Class B Common Stock	884,509	30.96	D
Stock Option (Right to Buy Class B Common Stock)	(7)	08/01/2022	Class B Common Stock	733,333	30.35	D
Stock Option (Right to Buy Class B Common Stock)	(7)	09/10/2025	Class B Common Stock	266,667	30.89	D

Explanation of Responses:

1. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; or (b) any transfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to our Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar.

2. KR Sridhar, Trustee of the KR Sridhar 2008 Annuity Trust AS dated December 18, 2008. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares.

3. KR Sridhar, Trustee of the KR Sridhar 2008 Annuity Trust KS dated December 18, 2008. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares.

4. KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust AS dated April 27, 2010. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares.

5. KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust KS dated April 27, 2010. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares.

6. KR Sridhar, Trustee of The KR Sridhar and Sudha Sarma 2012 Irrevocable Trust. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares.

7. The option is fully vested.

8. The option vests over a 2 year period with 1/24th of the total shares vesting per month starting on January 1, 2018, the vesting commencement date, and 1/24th per month thereafter, subject to continued service through each vesting date.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/Shawn Soderberg, attorney-in-fact	07/24/2018
	** Signature of Reporting Person	Date
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