Bloom Energy (BE) Form 4 Bloom Energy / RANDY W FURR 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^*

FURR RANDY W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2019

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	12/03/2019		C(1)		93,334	A	$0.00	242,231(2)	D
Class A common stock	12/03/2019		M		98,684	A	$0.00	340,915	D
Class A common stock	12/04/2019		S(3)		100,044	D	$5.7208(4)	240,871	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 (Class B common stock)	(5)	12/03/2019		M			40,000	(6)	07/24/2028	Class B common stock	40,000	$0.00	40,000	D
Class B common stock	(7)	12/03/2019		M		40,000		(7)	(7)	Class A common stock	40,000	$0.00	40,000	D
Class B common stock	(7)	12/03/2019		C(1)			40,000	(7)	(7)	Class A common stock	40,000	$0.00	0	D
Restricted stock units (Class B common stock)	(5)	12/03/2019		M			53,334	(8)	07/24/2028	Class B common stock	53,334	$0.00	0	D
Class B common stocki	(7)	12/03/2019		M		53,334		(7)	(7)	Class A common stock	53,334	$0.00	53,334	D
Class B common stock	(7)	12/03/2019		C(1)			53,334	(7)	(7)	Class A common stock	53,334	$0.00	0	D
Restricted stock units (Class A common stock)	(9)	12/03/2019		M			98,684	(10)	07/27/2028	Class A common stock	98,684	$0.00	197,367	D

Explanation of Responses:

1. Conversion of a derivative security pursuant to its terms.

2. Includes 1,105 shares acquired under the Bloom Energy Corporation Employee Stock Purchase Plan on August 14, 2019.

3. Sales of shares to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock units.

4. This transaction was executed in multiple trades at prices ranging from $5.42 to $6.4199. The price reported above reflects the weighted average sales price. The reporting person undertakes to provide Bloom Energy Corporation, any security holder of Bloom Energy Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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

6. The RSU's will vest on the first allowable trading date following July 24, 2020, subject to the Company's Insider Trading Policy and trading window and to the reporting person's continued service through the vesting date.

7. All the outstanding shares of our Class B common stock will convert automatically into shares of our 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.

8. Delivery of shares that vested on July 25, 2019 was deferred by the reporting person until December 3, 2019.

9. Each RSU represents a contingent right to receive 1 share of the issuer's Class A common stock.

10. The RSU vests over two years at six month intervals from July 27, 2018 and during an open trading window, subject to the reporting person's continuous service with the Issuer through each vesting date.

Remarks:

	Shawn Soderberg as attorney in fact for the reporting person	12/05/2019
	** Signature of Reporting Person	Date
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