Confluent (CFLT) Form 4 Confluent / MATTHEW CRAIG MILLER 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^*

MILLER MATTHEW CRAIG

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(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)
11/06/2024

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	11/06/2024		C(1)		144,081	A	$0	144,081	I	Sequoia Capital Fund Parallel, LLC(4)
Class A Common Stock	11/06/2024		S		144,081	D	$27.1522(2)	0	I	Sequoia Capital Fund Parallel, LLC(4)
Class A Common Stock	11/06/2024		C(1)		923,163	A	$0	923,163	I	Sequoia Capital Fund, LP(4)
Class A Common Stock	11/06/2024		S		923,163	D	$27.1522(2)	0	I	Sequoia Capital Fund, LP(4)
Class A Common Stock	11/07/2024		C(1)		144,080	A	$0	144,080	I	Sequoia Capital Fund Parallel, LLC(4)
Class A Common Stock	11/07/2024		S		144,080	D	$27.512(3)	0	I	Sequoia Capital Fund Parallel, LLC(4)
Class A Common Stock	11/07/2024		C(1)		923,162	A	$0	923,162	I	Sequoia Capital Fund, LP(4)
Class A Common Stock	11/07/2024		S		923,162	D	$27.512(3)	0	I	Sequoia Capital Fund, LP(4)
Class A Common Stock								109,627	I	Estate planning vehicle

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	(1)	11/06/2024		C(1)			144,081	(1)	(1)	Class A Common Stock	144,081	$0	1,008,564	I	Sequoia Capital Fund Parallel, LLC(3)
Class B Common Stock	(1)	11/06/2024		C(1)			923,163	(1)	(1)	Class A Common Stock	923,163	$0	6,462,137	I	Sequoia Capital Fund, LP(3)
Class B Common Stock	(1)	11/07/2024		C(1)			144,080	(1)	(1)	Class A Common Stock	144,080	$0	864,484	I	Sequoia Capital Fund Parallel, LLC(3)
Class B Common Stock	(1)	11/07/2024		C(1)			923,162	(1)	(1)	Class A Common Stock	923,162	$0	5,538,975	I	Sequoia Capital Fund, LP(3)

Explanation of Responses:

1. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date. In addition, upon any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's certificate of incorporation.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.53. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.30 to $28.00. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

4. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and the managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	By: /s/ Jung Yeon Son, by power of attorney for Matthew Craig Miller	11/08/2024
	** 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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