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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/15/2022 | M | 1,934 | A | $0 | 118,060 | D | |||
| Class A Common Stock | 02/15/2022 | M | 14,700 | A | $0 | 132,760 | D | |||
| Class A Common Stock | 02/16/2022 | S(1) | 6,143 | D | $19.6423(2) | 126,617 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (3) | 02/15/2022 | M | 1,934 | (4) | (4) | Class A Common Stock | 1,934 | $0 | 7,737 | D | ||||
| Performance Stock Units | (5) | 02/15/2022 | M | 14,700 | (6) | (6) | Class A Common Stock | 14,700 | $0 | 14,700 | D | ||||
| Performance Stock Units | (5) | 02/16/2022 | A | 18,190 | (7) | (7) | Class A Common Stock | 18,190 | $0 | 18,190 | D | ||||
| Performance Stock Units | (5) | 02/16/2022 | A | 27,000 | (8) | (8) | Class A Common Stock | 27,000 | $0 | 27,000 | D | ||||
| Explanation of Responses: |
| 1. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units ("RSUs") and performance-based stock units ("PSUs") 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. The shares were sold in multiple transactions at prices ranging from $19.25 to $20.07. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| 3. Each RSU represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement. |
| 4. The RSUs vest as to 25% of the shares on the one-year anniversary of February 15, 2019 and the remaining shares shall vest in equal quarterly increments from such one-year anniversary over the next three years, subject to the Reporting Person's continued service with the Issuer through each vesting date. |
| 5. Each PSU represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement. |
| 6. On June 12, 2020, the Reporting Person was granted a PSU award for a target number of 30,000 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period. The Reporting Person fully met the performance criteria as determined by the Compensation Committee on February 11, 2021, which resulted in a payout of 1.47 times the target. The PSUs shall vest annually over three (3) years, with a third of the PSU vesting on February 15, 2021, another third on February 15, 2022 and the remaining third on February 15, 2023, subject to Reporting Person remaining a service provider on each applicable vesting date. |
| 7. On February 11, 2021, the Reporting Person was granted a PSU award for a target number of 24,253 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period. The Reporting Person partially met the performance criteria as determined by the Compensation Committee on February 16, 2022, which resulted in a payout of 75% of the target. The PSUs shall vest annually over three (3) years, with a third of the PSUs vesting on March 15, 2022, another third on March 15, 2023 and the remaining third on March 15, 2024, subject to Reporting Person remaining a service provider on each applicable vesting date. Vested shares will be delivered to the Reporting Person beginning on or about January 1, 2026 pursuant to the terms of the Bloom Energy Corporation 2021 Deferred Compensation Plan. |
| 8. On February 11, 2021, the Reporting Person was granted a PSU award for a target number of 45,000 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period related to the services business. The Reporting Person fully met the performance criteria for the first performance period relating to 15,000 shares as determined by the Compensation Committee on February 16, 2022, which resulted in a payout of 1.8 times the target. The first tranche shall vest on March 15, 2022, subject to Reporting Person remaining a service provider on each applicable vesting date. Vested shares will be delivered to the Reporting Person beginning on or about January 1, 2026 pursuant to the terms of the Bloom Energy Corporation 2021 Deferred Compensation Plan. |
| Remarks: |
| /s/ Shawn M. Soderberg, as attorney-in-fact | 02/17/2022 | |
| ** 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. | ||