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

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^*

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)
01/25/2020

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	01/25/2020		C(1)		6,666	A	$0.00	247,537	D
Class A common stock	01/25/2020		C(1)		6,375	A	$0.00	253,912	D
Class A common stock	01/25/2020		M		98,684	A	$0.00	352,596	D
Class A common stock	01/27/2020		S(2)		42,827	D	$8.3987(3)	309,769	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)	(4)	01/25/2020		M			6,666	(5)	10/03/2026	Class B common stock	6,666	$0.00	6,666	D
Class B common stock	(6)	01/25/2020		M		6,666		(6)	(6)	Class A common stock	6,666	$0.00	6,666	D
Class B common stock	(6)	01/25/2020		C(1)			6,666	(6)	(6)	Class A common stock	6,666	$0.00	0	D
Restricted stock units (Class B common stock)	(4)	01/25/2020		M			6,375	(7)	05/05/2026	Class B common stock	6,375	$0.00	6,375	D
Class B common stock	(6)	01/25/2020		M		6,375		(6)	(6)	Class A common stock	6,375	$0.00	6,375	D
Class B common stock	(6)	01/25/2020		C(1)			6,375	(6)	(6)	Class A common stock	6,375	$0.00	6,375	D
Restricted stock units (Class A common stock)	(8)	01/25/2020		M			98,684	(9)	08/01/2028	Class A common stock	98,684	$0.00	98,683	D

Explanation of Responses:

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

2. Sales of shares to satisfy tax withholding obligations incurred in connection with the vesting of 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 $8.10 to $8.77. 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. These RSUs vest 34% on Jan 25, 2019 and the remaining in two equal installments on the one year anniversaries of this date.

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. These RSUs vest 34% on Jan 25, 2019 and the remaining in two equal installments on the one year anniversaries of this date.

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

9. The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant.

Remarks:

	Shawn Soderberg as attorney in fact	01/28/2020
	** 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.