Confluent (CFLT) Form 4 Confluent / Michelangelo Volpi 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^*

Volpi Michelangelo

(Last) (First) (Middle)

C/O CONFLUENT, INC.

899 W. EVELYN AVENUE

(Street)

MOUNTAIN VIEW CA 94041

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2024

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	02/09/2024		C(1)		2,258,703	A	$0(1)	2,258,703	I	By Index Ventures VII (Jersey) L.P.(2)
Class A Common Stock	02/09/2024		C(3)		55,969	A	$0(3)	55,969	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock	02/09/2024		C(5)		621,175	A	$0(5)	621,175	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	02/09/2024		C(7)		45,991	A	$0(7)	45,991	I	By Yucca (Jersey) SLP(8)
Class A Common Stock	02/09/2024		S		582,826	D	$31.6799(9)	38,349	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	02/09/2024		S		15,099	D	$31.6799(9)	30,892	I	By Yucca (Jersey) SLP(8)
Class A Common Stock	02/09/2024		S		38,349	D	$32.54(10)	0	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock	02/09/2024		S		994	D	$32.54(10)	29,898	I	By Yucca (Jersey) SLP(8)
Class A Common Stock	02/12/2024		J(1)		2,258,703	D	$0(1)	0	I	By Index Ventures VII (Jersey) L.P.(2)
Class A Common Stock	02/12/2024		J(3)		55,969	D	$0(3)	0	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock	02/12/2024		J(1)(3)		545,224	D	$0(1)(3)	0	I	By Index Venture Associates VII Limited(11)
Class A Common Stock	02/12/2024		J(7)		29,898	D	$0(7)	0	I	By Yucca (Jersey) SLP(8)
Class A Common Stock								302,306(12)	D
Class A Common Stock								162,805(12)	I	By Trust(13)

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	(14)	02/09/2024		C(1)			2,258,703	(14)	(14)	Class A Common Stock	2,258,703	$0	3,388,057	I	By Index Ventures VII (Jersey) L.P.(2)
Class B Common Stock	(14)	02/09/2024		C(3)			55,969	(14)	(14)	Class A Common Stock	55,969	$0	83,952	I	By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class B Common Stock	(14)	02/09/2024		C(5)			621,175	(14)	(14)	Class A Common Stock	621,175	$0	931,764	I	By Index Ventures Growth IV (Jersey) L.P.(6)
Class B Common Stock	(14)	02/09/2024		C(7)			45,991	(14)	(14)	Class A Common Stock	45,991	$0	68,987	I	By Yucca (Jersey) SLP(8)

Explanation of Responses:

1. On February 9, 2024, 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 February 12, 2024, Index VII distributed in-kind, without consideration, 2,258,703 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Associates VII Limited ("IVA VII") 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"). On the same date, IVA VII distributed in-kind, without consideration, 531,232 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

2. The shares are held by Index VII. IVA VII is the general partner of Index VII. The reporting person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index VII, Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel") and Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV"). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

3. On February 9, 2024, 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 February 12, 2024 Index VII Parallel distributed in-kind, without consideration, 55,969 shares of Class A Common Stock pro-rata to its limited partners and its general partner, IVA VII in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. On the same date, IVA VII distributed in-kind, without consideration, 13,992 shares of Class A Common Stock received in the Index VII distribution pro-rata to its 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. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

5. On February 9, 2024, 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. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

7. On February 9, 2024, 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 February 12, 2024, 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.

8. 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 the Issuer. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.31 - $32.30. The reporting person undertakes 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.

10. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.31 - $32.92. The reporting person undertakes 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. The shares are held of record by IVA VII.

12. Includes shares of Class A Common Stock received in the distributions described herein made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

13. The shares are held by the Volpi-Cupal Family Trust, of which the reporting person serves as trustee. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

14. Each share of Class B Common Stock 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 holder into one share of Class A Common Stock.

	/s/ Michelangelo Volpi	02/13/2024
	** Signature of Reporting Person	Date
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