SC U.S. Growth VII Management Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	06/28/2021		C			9,812,081	⁽¹⁾	⁽¹⁾	Class B Common Stock	9,812,081	$0	0	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	06/28/2021		C			911,988	⁽¹⁾	⁽¹⁾	Class B Common Stock	911,988	$0	0	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	06/28/2021		C			671,319	⁽¹⁾	⁽¹⁾	Class B Common Stock	671,319	$0	0	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	06/28/2021		C			9,685	⁽¹⁾	⁽¹⁾	Class B Common Stock	9,685	$0	0	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	06/28/2021		C			3,540,188	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,540,188	$0	0	I	Sequoia Capital U.S. Growth Fund VIII, L.P.⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	06/28/2021		C			358,517	⁽¹⁾	⁽¹⁾	Class B Common Stock	358,517	$0	0	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	06/28/2021		C			114,049	⁽¹⁾	⁽¹⁾	Class B Common Stock	114,049	$0	0	I	Sequoia Capital U.S. Growth Fund VIII, L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	06/28/2021		C			1,050,534	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,050,534	$0	0	I	Sequoia Grove II, LLC⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	06/28/2021		C			397,458	⁽¹⁾	⁽¹⁾	Class B Common Stock	397,458	$0	0	I	Sequoia Grove II, LLC⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	06/28/2021		C			48,874	⁽¹⁾	⁽¹⁾	Class B Common Stock	48,874	$0	0	I	Sequoia Grove II, LLC⁽⁶⁾
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾	06/28/2021		C		10,841,917		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	10,841,917	$0	10,841,917	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾	06/28/2021		C		921,673		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	921,673	$0	921,673	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾	06/28/2021		C		3,654,237		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	3,654,237	$0	3,654,237	I	Sequoia Capital U.S. Growth Fund VIII, L.P.⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾	06/28/2021		C		1,496,866		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	1,496,866	$0	1,496,866	I	Sequoia Grove II, LLC⁽⁶⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. Growth VII Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. Growth VIII Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Growth Fund VIII, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove Manager, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove II, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.

2. After the closing of the Issuer's IPO, on 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 amended and restated certificate of incorporation.

3. Each share of Class B Common Stock held by the Reporting Person 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, and does not have an expiration date. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

4. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds and GFVIII.

5. (Continued from Footnote 4) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Growth VIII Management, L.P. disclaims beneficial ownership of the shares held by GFVII Funds, and GFVIII, as applicable, except to the extent of its 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.

6. Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Sequoia Grove Manager, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its 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 purpose.

	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P.	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P.	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P.	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VIII Management, L.P.	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VIII, L.P.	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC	06/30/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC	06/30/2021
	** 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.
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SC U.S. Growth VII Management Form 4Change in insider ownership