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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/25/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/25/2020 | C(1) | 52,318 | A | $0.00 | 144,242 | D | |||
Class A common stock | 01/25/2020 | C(1) | 3,333 | A | $0.00 | 147,575 | D | |||
Class A common stock | 01/25/2020 | C(1) | 9,777 | A | $0.00 | 157,352 | D | |||
Class A common stock | 01/27/2020 | S(2) | 25,540 | D | $8.3234(3) | 131,812 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted stock units (Class B common stock) | (4) | 01/25/2020 | M | 52,318 | (5) | 07/24/2028 | Class B common stock | 52,318 | $0.00 | 52,318 | D | ||||
Class B common stock | (6) | 01/25/2020 | M | 52,318 | (6) | (6) | Class A common stock | 52,318 | $0.00 | 52,318 | D | ||||
Class B common stock | (6) | 01/25/2020 | C(1) | 52,318 | (6) | (6) | Class A common stock | 52,318 | $0.00 | 0 | D | ||||
Restricted stock units (Class B common stock) | (4) | 01/25/2020 | M | 3,333 | (7) | 09/11/2025 | Class B common stock | 3,333 | $0.00 | 3,333 | D | ||||
Class B common stock | (6) | 01/25/2020 | M | 3,333 | (6) | (6) | Class A common stock | 3,333 | $0.00 | 3,333 | D | ||||
Class B common stock | (6) | 01/25/2020 | C(1) | 3,333 | (6) | (6) | Class A common stock | 3,333 | $0.00 | 0 | D | ||||
Restricted stock units (Class B common stock) | (4) | 01/25/2020 | M | 9,777 | (8) | 05/05/2026 | Class B common stock | 9,777 | $0.00 | 9,777 | D | ||||
Class B common stock | (6) | 01/25/2020 | M | 9,777 | (6) | (6) | Class A common stock | 9,777 | $0.00 | 9,777 | D | ||||
Class B common stock | (6) | 01/25/2020 | C(1) | 9,777 | (6) | (6) | Class A common stock | 9,777 | $0.00 | 0 | D |
Explanation of Responses: |
1. Conversion of a derivative security pursuant to its terms. |
2. The number of shares required to cover tax withholding obligations incurred upon vesting of the RSUs were sold and the proceeds of sale were tendered to the issuer in payment of applicable taxes. |
3. he price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.27 to $8.40, inclusive. The reporting person undertakes to provide Bloom Energy Corporation, any security holder of Bloom Energy Corporation, 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 above. |
4. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. |
5. The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant. |
6. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the occurrence of certain events. In addition, Class B common stock may be converted into shares of Class A common stock at any time at the election of the holder. |
7. The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant. |
8. These RSUs vest 34% on Jan 25, 2019 and the remaining in two equal installments on the one year anniversaries of this date |
Remarks: |
Shawn Soderberg as attorney in fact | 01/28/2020 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |