Bloom Energy (BE) Form 4 Bloom Energy / Colin Powell 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^*

Powell Colin

(Last) (First) (Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE CA 95134

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2019

4. 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 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
Class A Common Stock	07/25/2019		G(1)	V	333,333	D	$0.00	424,301	I	By Trust(2)
Class A Common Stock	07/25/2019		C(3)		25,825	A	$0.00	450,126	I	By Trust(2)
Class A Common Stock								11,523	I	By Trust(4)
Class A Common Stock								12,734	D

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
Restricted Stock Units (RSU)(Class B Common Stock)	(5)	07/25/2019		M			25,825	(6)	07/24/2028	Class B Common Stock	25,825	$0.00	51,650	D
Class B Common Stock	$0.00	07/25/2019		C(3)			25,825	(3)	(3)	Class A Common Stock	25,825	$0.00	0	I	By trust(2)

Explanation of Responses:

1. Transfer of shares to reporting person's revocable trust.

2. Held by The Colin L. Powell Revocable Trust U/A DTD 01/26/2006, of which the reporting person is a trustee.

3. All of the outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the occurrence of certain events. In addition, Class B Common Stock may be converted into shares of Class A Common Stock at any time at the election of the holder.

4. Held by The 2016 CLP 4-Year GRAT U/A DTD 10/16/2016 Colin Powell Trustee

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

6. The RSUs vest over two years at six-month intervals from the vesting commencement date.

Remarks:

	Shawn Soderberg as attorney in fact for reporting person	07/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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