Bloom Energy (BE) Form 4 Bloom Energy / 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

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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^*

Sridhar KR

(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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2020

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	11/18/2020		C		326,288	A	$0.00	768,383	D
Class A Common Stock	11/18/2020		C		111,493	A	$0.00	879,876	D
Class A Common Stock	11/18/2020		S(1)		452,299	D	$19.2295(2)	427,577	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
Class B Common Stock	(3)	09/11/2020		G			133,333	(3)	(3)	Class A Common Stock	133,333	$0.00	1,308,516	D
Class B Common Stock	(3)	09/11/2020		G			133,333	(3)	(3)	Class A Common Stock	133,333	$0.00	1,175,183	D
Class B Common Stock	(3)	09/11/2020		G			133,334	(3)	(3)	Class A Common Stock	133,334	$0.00	1,041,849	D
Class B Common Stock	(3)	09/11/2020		G		133,333		(3)	(3)	Class A Common Stock	133,333	$0.00	133,333	I	By trust(4)
Class B Common Stock	(3)	09/11/2020		G		133,333		(3)	(3)	Class A Common Stock	133,333	$0.00	133,333	I	By trust(5)
Class B Common Stock	(3)	09/11/2020		G		133,334		(3)	(3)	Class A Common Stock	133,334	$0.00	133,334	I	By trust(6)
Restricted Stock Units	(7)	11/17/2020		M			620,988	(8)	(7)	Class B Common Stock	620,988	$0.00	0	D
Class B Common Stock	(3)	11/17/2020		M		620,988		(3)	(3)	Class A Common Stock	620,988	$0.00	1,688,223(9)	D
Restricted Stock Units	(7)	11/17/2020		M			212,191	(10)	(7)	Class B Common Stock	212,191	$0.00	0	D
Class B Common Stock	(3)	11/17/2020		M		212,191		(3)	(3)	Class A Common Stock	212,191	$0.00	1,900,414	D
Class B Common Stock	(3)	11/18/2020		C			326,288	(3)	(3)	Class A Common Stock	326,288	$0.00	1,574,126	D
Class B Common Stock	(3)	11/18/2020		C			111,493	(3)	(3)	Class A Common Stock	111,493	$0.00	1,462,633	D

Explanation of Responses:

1. 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.

2. The price reported represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $18.75 to $20.02 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

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 of the Issuer or Chairman of the Issuer's Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar.

4. Held by the KR Sridhar & Sudha Sarma 2020 Two Year GRAT, of which the Reporting Person is a trustee.

5. Held by the KR Sridhar & Sudha Sarma 2020 Three Year GRAT, of which the Reporting Person is a trustee.

6. Held by the KR Sridhar & Sudha Sarma 2020 Four Year GRAT, of which the Reporting Person is a trustee.

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

8. These RSU's will vest on the first allowable trading day following the one-year anniversary of July 24, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service through each vesting date.

9. Includes a total of 25,386 shares transferred from the Reporting Person's Grantor Retained Annuity Trusts.

10. The RSU will vest 50% at the end of lock-up period and during an open trading window and the remaining 50% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service with the Issuer through each vesting date.

Remarks:

	/s/ Shawn Soderberg, as attorney-in-fact	11/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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