William Thayer Form 4 Bloom Energy / William Thayer 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^*

Thayer William

(Last) (First) (Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President, Sale

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2019

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	03/25/2019		C(1)		1,332	A	$0.00	100,978	D
Class A Common Stock	03/26/2019		S(2)		443	D	$11.9614(3)	100,535	D
Class A Common Stock	03/25/2019		C(1)		10,000	A	$0.00	110,535	D
Class A Common Stock	03/26/2019		S(2)		3,395	D	$11.9614(3)	107,140	D
Class A Common Stock	03/25/2019		C(1)		32,212	A	$0.00	139,352	D
Class A Common Stock	03/26/2019		S(2)		11,018	D	$11.9614(3)	128,334	D

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
Restricted Stock Unit (RSU) (Class B Common Stock)	(4)	03/25/2019		M(5)			1,332	(5)	(5)	Class B Common Stock	1,332	$0.00	0	D
Class B Common Stock	(6)	03/25/2019		M(5)		1,332		(5)	(5)	Class A Common Stock	1,332	$0.00	1,332	D
Class B Common Stock	(6)	03/25/2019		C(1)			1,332	(6)	(6)	Class A Common Stock	1,332	$0.00	0	D
Restricted Stock Unit (RSU) (Class B Common Stock)	(4)	03/25/2019		M(5)			10,000	(5)	(5)	Class B Common Stock	10,000	$0.00	20,000	D
Class B Common Stock	(6)	03/25/2019		M(5)		10,000		(5)	(5)	Class A Common Stock	10,000	$0.00	10,000	D
Class B Common Stock	(6)	03/25/2019		C(1)			10,000	(6)	(6)	Class A Common Stock	10,000	$0.00	0	D
Restricted Stock Unit (RSU) (Class B Common Stock)	(4)	03/25/2019		M(5)			32,212	(5)	(5)	Class B Common Stock	32,212	$0.00	96,635	D
Class B Common Stock	(6)	03/25/2019		M(5)		32,212		(6)	(5)	Class A Common Stock	32,212	$0.00	32,212	D
Class B Common Stock	(6)	03/25/2019		C(1)			32,212	(6)	(6)	Class A Common Stock	32,212	$0.00	0	D

Explanation of Responses:

1. Conversion of a derivative security pursuant to its terms.

2. Sale of shares to satisfy tax withholding obligation. Such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 22, 2019.

3. This transaction was executed in multiple trades at prices ranging from $11.7000 to $12.3600. The price reported above reflects the weighted average sales price.

4. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

5. Delivery of such shares which vested on January 25, 2019 was deferred by the reporting person until March 25, 2019.

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.

Remarks:

	/s/Shawn Soderberg, attorney-in-fact	03/27/2019
	** 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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