Bloom Energy (BE) Form 4/A Bloom Energy / William Thayer 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^*

Thayer William

(Last) (First) (Middle)

1299 ORLEANS DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President, Sale

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/26/2018

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

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 Class B Common Stock)	$15	07/24/2018(1)		A		20,000		(2)	07/23/2028	Class B Common Stock(3)	20,000	$0.00	20,000	D
Stock Option (Right to Buy Class B Common Stock)	$15	07/24/2018(1)		A		44,445		(4)	07/23/2028	Class B Common Stock(3)	44,445	$0.00	44,445	D
Restricted Stock Unit (RSU) (Class B Common Stock)	(5)	07/24/2018(1)		A		40,000		(6)	(5)	Class B Common Stock(3)	40,000	$0.00	40,000	D
Restricted Stock Unit (RSU)(Class B Common Stock	(5)	07/24/2018(1)		A		22,222		(7)	(5)	Class B Common Stock(3)	22,222	$0.00	22,222	D
Restricted Stock Units (RSU) (Class B Common Stock)	(5)	07/24/2018(1)		A		128,830		(8)	(5)	Class B Common Stock(3)	128,830	$0.00	128,830	D

Explanation of Responses:

1. This amendment is being filed to correct the grant date of the award.

2. The option will vest at the rate of 50% on the one year anniversary of July 24, 2018, and the remaining 50% on the second year anniversary of such date, subject to the reporting person's continued service through each vesting date.

3. 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 July 27, 2018, (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.

4. The option will vest in three equal annual installments commencing on the second year anniversary of July 24, 2018, followed by the third and fourth anniversaries, so that the entire grant is full vested on the 4th year anniversary of July 24, 2018, subject to the reporting person's continued service through each vesting date.

5. Each RSU represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement.

6. The RSU will vest 50% on the first allowable trading date following the one-year anniversary of July 24, 2018, and the remaining 50% to vest on the first allowable trading date following the second-year anniversary of July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date.

7. The RSU will vest on the first allowable trading day following the one year anniversary of July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date.

8. The RSU will vest over two years at 6 month intervals from July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date.

Remarks:

	/s/Shawn Soderberg, attorney-in-fact	08/03/2018
	** Signature of Reporting Person	Date
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