Confluent (CFLT) Form 4 Confluent / (Jersey) SLP Yucca 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^*

INDEX VENTURES VII (JERSEY), L.P.

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/05/2022		C(1)		2,258,703	A	$0.00(1)	2,258,703	D(2)
Class A Common Stock	08/05/2022		C(3)		55,969	A	$0.00(3)	55,969	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock	08/05/2022		C(5)		621,175	A	$0.00(5)	621,175	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	08/05/2022		S		316,468	D	$33.7725(7)	304,707	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	08/05/2022		C(8)		45,991	A	$0.00(8)	45,991	I	By Yucca (Jersey) SLP(9)
Class A Common Stock	08/08/2022		J(1)		2,258,703	D	$0.00(1)	0	D(2)
Class A Common Stock	08/08/2022		J(3)		55,969	D	$0.00(3)	0	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock	08/08/2022		S		304,707	D	$33.3979(10)	0	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	08/08/2022		J(8)		29,898	D	$0.00(8)	16,093	I	By Yucca (Jersey) SLP(9)
Class A Common Stock	08/08/2022		S		16,093	D	$33.3979(10)	0	I	By Yucca (Jersey) SLP(9)

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	(11)	08/05/2022		C(1)			2,258,703	(11)	(11)	Class A Common Stock	2,258,703	$0.00	18,069,628	D(2)
Class B Common Stock	(11)	08/05/2022		C(3)			55,969	(11)	(11)	Class A Common Stock	55,969	$0.00	447,749	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class B Common Stock	(11)	08/05/2022		C(5)			621,175	(11)	(11)	Class A Common Stock	621,175	$0.00	4,969,403	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class B Common Stock	(11)	08/05/2022		C(8)			45,991	(11)	(11)	Class A Common Stock	45,991	$0.00	367,927	I	By Yucca (Jersey) SLP(9)

1. Name and Address of Reporting Person^*

INDEX VENTURES VII (JERSEY), L.P.

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

INDEX VENTURES VII PARALLEL ENTREPRENEUR FUND (JERSEY), L.P.

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Index Venture Associates VII Ltd

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Index Ventures Growth IV (Jersey), L.P.

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Index Venture Growth Associates IV Ltd

(Last) (First) (Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER JE1 3FG

(City) (State) (Zip)

Explanation of Responses:

1. On August 5, 2022, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 2,258,703 shares of the Issuer's Class B Common Stock into 2,258,703 shares of the Issuer's Class A Common Stock. Subsequently, on August 8, 2022, Index VII distributed in-kind, without consideration, 2,258,703 shares of Class A Common Stock pro-rata to its limited partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. The shares are held by Index VII. Index Venture Associates VII Limited ("IVA VII") is the general partner of Index VII. IVA VII disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act ("Section 16") except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

3. On August 5, 2022, Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P. ("Index VII Parallel") converted in the aggregate 55,969 shares of the Issuer's Class B Common Stock into 55,969 shares of the Issuer's Class A Common Stock. Subsequently, on August 8, 2022, Index VII Parallel distributed in-kind, without consideration, 55,969 shares of Class A Common Stock pro-rata to its limited partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

4. The shares are held by Index VII Parallel. IVA VII is the general partner of Index VII Parallel. IVA VII disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

5. On August 5, 2022, Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV") converted in the aggregate 621,175 shares of the Issuer's Class B Common Stock into 621,175 shares of the Issuer's Class A Common Stock.

6. The shares are held by Index Growth IV. Index Venture Growth Associates IV Limited ("IVGA IV") is the general partner of Index Growth IV. IVGA IV disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.57 - $34.23. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer 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 in this footnote.

8. On August 5, 2022, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 45,991 shares of the Issuer's Class B Common Stock into 45,991 shares of the Issuer's Class A Common Stock. Subsequently, on August 8, 2022, Yucca distributed in-kind, without consideration, 29,898 shares of Class A Common Stock pro-rata to its partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

9. The shares are held of record by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment (in this case, Index VII, Index VII Parallel and Index Growth IV). Each of IVA VII and IVGA IV disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

10. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.30 - $33.67. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer 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 in this footnote.

11. Each share of Class B Common Stock held by the reporting persons will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the reporting person into one share of Class A Common Stock.

Remarks:

	Index Ventures VII (Jersey) LP, By: Index Venture Associates VII Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Director	08/09/2022
	Index Ventures VII Parallel Entrepreneur Fund (Jersey) LP, By: Index Venture Associates VII Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Director	08/09/2022
	Index Venture Associates VII Limited, By: /s/ Nigel Greenwood, Director	08/09/2022
	Index Ventures Growth IV (Jersey), LP, By: Index Venture Growth Associates IV Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Director	08/09/2022
	Index Venture Growth Associates IV Limited, By: /s/ Nigel Greenwood, Director	08/09/2022
	Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Luke Aubert and /s/ Lucy Miller, Authorized Signatories	08/09/2022
	** Signature of Reporting Person	Date
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