Bloom Energy Form 4 / KR Sridhar 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sridhar KR

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

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)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	12/18/2019		C⁽¹⁾		1,394	A	$0.00	9,394	D
Class A common stock	12/18/2019		C⁽¹⁾		39,011	A	$0.00	48,405	D
Class A common stock	12/18/2019		C⁽¹⁾		91,574	A	$0.00	139,979	D
Class A common stock	12/18/2019		C⁽¹⁾		341,196	A	$0.00	481,175	D
Class A common stock	12/19/2019		S⁽²⁾		473,175	D	$6.5543⁽³⁾	8,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted stock units (Class B comnon stock)	⁽⁴⁾	12/18/2019		M			2,537	⁽⁵⁾	⁽⁵⁾	Class B common stock	2,537	$0.00	0	D
Class B common stock	⁽⁶⁾	12/18/2019		A		2,537		⁽⁶⁾	⁽⁶⁾	Class A common stock	2,537	$0.00	2,537	D
Class B common stock	⁽⁶⁾	12/18/2019		C⁽¹⁾			1,394	⁽⁶⁾	⁽⁶⁾	Class A common stock	1,143	$0.00	1,143	D
Restricted stock units (Class B common stock)	⁽⁴⁾	12/18/2019		M			71,000	⁽⁷⁾	⁽⁶⁾	Class B common stock	71,000	$0.00	142,000	D
Class B common stock	⁽⁶⁾	12/18/2019		A		71,000		⁽⁶⁾	⁽⁶⁾	Class A common stock	71,000	$0.00	71,000	D
Class B common stock	⁽⁶⁾	12/18/2019		C⁽¹⁾			39,011	⁽⁶⁾	⁽⁶⁾	Class A common stock	31,989	$0.00	31,989	D
Restricted stock units (Class B common stock)	⁽⁴⁾	12/18/2019		M			620,989	⁽⁸⁾	⁽⁶⁾	Class B common stock	620,989	$0.00	1,862,964	D
Class B common stock	⁽⁶⁾	12/18/2019		A		620,989		⁽⁶⁾	⁽⁶⁾	Class A common stock	620,989	$0.00	620,989	D
Class B common stock	⁽⁶⁾	12/18/2019		C⁽¹⁾			341,196	⁽⁶⁾	⁽⁶⁾	Class A common stock	279,793	$0.00	279,793	D
Restricted stock units (Class B common stock)	⁽⁴⁾	12/18/2019		M			166,667	⁽⁹⁾	⁽⁶⁾	Class B common stock	166,667	$0.00	166,667	D
Class B common stock	⁽⁶⁾	12/18/2019		A		166,667		⁽⁶⁾	⁽⁶⁾	Class A common stock	166,667	$0.00	166,667	D
Class B common stock	⁽⁶⁾	12/18/2019		C⁽¹⁾			91,574	⁽⁶⁾	⁽⁶⁾	Class A comomn stock	75,093	$0.00	75,093	D

Explanation of Responses:

1. Conversion of derivative security in accordance with its terms.

2. Sales of shares to satisfy tax withholding obligations incurred in connection with the settlement of vested restricted stock units. Such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. This transaction was executed in multiple trades at prices ranging from $6.18 to $7.17. 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.

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

5. Fully vested. Settlement was deferred to December 18, 2019 at the election of the reporting person.

6. 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.

7. The RSUs vest 34% on January 25, 2019; 33% on the January 25, 2020; and 33% on January 25, 2021. Settlement of the vested RSUs reported on this Form 4 was deferred to December 18, 2019 at the election of the reporting person.

8. The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant. Settlement of the vested RSUs reported on this Form 4 was deferred to December 18, 2019 at the election of the reporting person.

9. The RSUs vest 50% on January 25, 2019 and 50% on January 25, 2020. Settlement of the vested RSUs reported on this Form 4 was deferred to December 18, 2019 at the election of the reporting person.

Remarks:

	/s/ Shawn Soderberg as attorney in fact for reporting person	12/20/2019
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Bloom Energy (BE) Form 4Bloom Energy / KR Sridhar ownership change