Confluent (CFLT) Form 4 Confluent / BRAD GERSTNER 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^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(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)
05/09/2022

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	05/09/2022(1)		C		8,395,374	A	$0	14,234,957	I	See Footnote(2)(3)

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)	05/09/2022		C			8,395,374	(1)	(1)	Class A Common Stock	8,395,374	$0	0	I	See Footnote(4)(5)

1. Name and Address of Reporting Person^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management, LP

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management General Partner, LLC

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. At each Reporting Person's option exercisable at any time, each Class B Common Stock share is convertible into one Class A Common Stock share. The conversion option does not have an expiration date. On May 9, 2022, the Reporting Persons first received confirmation from the issuer or its transfer agent that the Class B shares were converted on May 4, 2022.

2. A portion of these Class A Common Stock shares are directly owned by Altimeter Growth Partners Fund IV, L.P. ("AGPF4") and Altimeter Cascade Fund, L.P. ("ACF") (collectively, the "Altimeter Entities") in the amounts of 1,679,075 and 6,716,299. Altimeter Growth General Partner IV, LLC is the general partner of AGPF4, and Altimeter Cascade General Partner LLC is the general partner of ACF (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs have delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner and may be deemed to share voting and investment power over these shares.

3. Because of the relationship between the Investment Manager, the General Partner, and Bradley Gerstner and each of the Altimeter Entities, each of the Altimeter Fund GPs, each of the Investment Manager, the General Partner, and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner, and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.

4. Before conversion, these Class B Common Stock shares were directly owned by Altimeter Growth Partners Fund IV, L.P. ("AGPF4") and Altimeter Cascade Fund, L.P. ("ACF") (collectively, the "Altimeter Entities") in the amounts of 1,679,075 and 6,716,299. Altimeter Growth General Partner IV, LLC is the general partner of AGPF4, and Altimeter Cascade General Partner LLC is the general partner of ACF (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs have delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner and may be deemed to share voting and investment power over these shares.

5. Because of the relationship between the Investment Manager, the General Partner, and Bradley Gerstner and each of the Altimeter Entities, each of the Altimeter Fund GPs, each of the Investment Manager, the General Partner, and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner, and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.

	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner	05/09/2022
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP	05/09/2022
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC	05/09/2022
	** Signature of Reporting Person	Date
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