Bloom Energy (BE) Form 3 Initial statement of insider ownership

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^*

KPCB X ASSOCIATES LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

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

5. 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 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
Series A Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	8,850,000	0.00(1)	I	See Footnote(3)(4)(5)
Series B Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,278,690	0.00(1)	I	See Footnote(4)(5)(6)
Series C Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	664,341	0.00(1)	I	See Footnote(4)(5)(7)
Series D Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	186,046	0.00(1)	I	See Footnote(4)(5)(8)
Series E Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	275,452	0.00(1)	I	See Footnote(4)(5)(9)
Series F Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	125,989	0.00(1)	I	See Footnote(4)(5)(10)
Series G Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	260,536	0.00(1)	I	See Footnote(4)(5)(11)
8% Convertible Preferred Note	(12)	(12)	Series G Convertible Preferred Stock(12)	346,013(13)	0.00(12)	I	See Footnote(4)(5)(14)
6% Convertible Note	(15)	(15)	Class B Common Stock(2)	358,530(13)	0.00(15)	I	See Footnote(4)(5)(16)

1. Name and Address of Reporting Person^*

KPCB X ASSOCIATES LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB IX ASSOCIATES LLC

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS X B LP

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS IX A LP

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS IX B LP

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS X A LP

(Last) (First) (Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, and Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's initial public offering ("IPO").

2. 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) upon any transfer except certain permitted transfers. All the outstanding shares of Class B Common Stock will convert automatically into shares of 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 the 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.

3. Consists of (a) 3,439,995 shares of Series A Convertible Preferred Stock held by Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A"); (b) 106,200 shares of Series A Convertible Preferred Stock held by Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"); (c) 3,028,027 shares of Series A Convertible Preferred Stock held by Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A"); (d) 85,403 shares of Series A Convertible Preferred Stock held by Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"); and (e) 2,190,375 shares of Series A Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

4. All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

5. KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of KPCB IX-A and KPCB IX-B. KPCB X Associates, LLC ("KPCB X Associates"), is the general partner of KPCB X-A and KPCB X-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B except to the extent of its pecuniary interest therein.

6. Consists of (a) 1,274,427 shares of Series B Convertible Preferred Stock held by KPCB IX-A; (b) 39,344 shares of Series B Convertible Preferred Stock held by KPCB IX-B; (c) 1,121,804 shares of Series B Convertible Preferred Stock held by KPCB X-A; (d) 31,639 shares of Series B Convertible Preferred Stock held by KPCB X-B; and (e) 811,476 shares of Series B Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

7. Consists of (a) 258,229 shares of Series C Convertible Preferred Stock held by KPCB IX-A; (b) 7,972 shares of Series C Convertible Preferred Stock held by KPCB IX-B; (c) 227,305 shares of Series C Convertible Preferred Stock held by KPCB X-A; (d) 6,411 shares of Series C Convertible Preferred Stock held by KPCB X-B; and (e) 164,424 shares of Series C Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

8. Consists of (a) 72,317 shares of Series D Convertible Preferred Stock held by KPCB IX-A; (b) 2,233 shares of Series D Convertible Preferred Stock held by KPCB IX-B; (c) 63,655 shares of Series D Convertible Preferred Stock held by KPCB X-A; (d) 1,795 shares of Series D Convertible Preferred Stock held by KPCB X-B; and (e) 46,046 shares of Series D Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

9. Consists of (a) 107,068 shares of Series E Convertible Preferred Stock held by KPCB IX-A; (b) 3,306 shares of Series E Convertible Preferred Stock held by KPCB IX-B; (c) 94,245 shares of Series E Convertible Preferred Stock held by KPCB X-A; (d) 2,658 shares of Series E Convertible Preferred Stock held by KPCB X-B; and (e) 68,175 shares of Series E Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

10. Consists of (a) 48,972 shares of Series F Convertible Preferred Stock held by KPCB IX-A; (b) 1,512 shares of Series F Convertible Preferred Stock held by KPCB IX-B; (c) 43,107 shares of Series F Convertible Preferred Stock held by KPCB X-A; (d) 1,216 shares of Series F Convertible Preferred Stock held by KPCB X-B; and (e) 31,182 shares of Series F Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

11. Consists of (a) 101,270 shares of Series G Convertible Preferred Stock held by KPCB IX-A; (b) 3,125 shares of Series G Convertible Preferred Stock held by KPCB IX-B; (c) 89,143 shares of Series G Convertible Preferred Stock held by KPCB X-A; (d) 2,514 shares of Series G Convertible Preferred Stock held by KPCB X-B; and (e) 64,484 shares of Series G Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

12. Upon the completion of the Issuer's IPO, the outstanding 8% Convertible Preferred Notes ("8% Notes") will mandatorily convert into Series G Convertible Preferred Stock. The shares of Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's IPO as a result of the automatic conversion of Issuer's outstanding preferred stock.

13. The number of shares reflect both the principle and the interest accrued through July 24, 2018.

14. Consists of (a) 134,495 shares of Series G Convertible Preferred Stock issuable upon conversion of the 8% Notes held by KPCB IX-A; (b) 4,152 shares of Series G Convertible Preferred Stock issuable upon conversion of the 8% Notes held by KPCB IX-B; (c) 118,389 shares of Series G Convertible Preferred Stock issuable upon conversion of the 8% Notes held by KPCB X-A; (d) 3,339 shares of Series G Convertible Preferred Stock issuable upon conversion of the 8% Notes held by KPCB X-B; and (e) 85,638 shares of Series G Convertible Preferred Stock issuable upon conversion of the 8% Notes held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

15. Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Convertible Notes ("6% Note) will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B Common Stock.

16. Consists of (a) 139,360 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB IX-A; (b) 4,302 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB IX-B; (c) 122,672 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-A; (d) 3,460 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-B; and (e) 88,736 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

Remarks:

	/s/Susan Biglieri, Chief Financial Officer	07/26/2018
	** Signature of Reporting Person	Date
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