Venkataraman Swaminathan Form 4 Bloom Energy / Swaminathan Venkataraman 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^*

Venkataraman Swaminathan

(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)
EVP of Engineering and CTO

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)

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 comon stock	01/25/2020		C(1)		8,888	A	$0.00	185,244	D
Class A common stock	01/25/2020		C(1)		14,538	A	$0.00	199,782	D
Class A common stock	01/25/2020		M		91,712	A	$0.00	291,494	D
Class A common stock	01/27/2020		S(2)		44,665	D	$8.3978(3)	246,829	D
Class A common stock								389,146	I	By trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock units (Class B common stock)	(5)	01/25/2020		M			8,888	(6)	10/03/2026(7)	Class B common stock	8,888	$0.00	8,888	D
Class B common stock	(7)	01/25/2020		M		8,888		(7)	(7)	Class A common stock	8,888	$0.00	8,888	D
Class B common stock	(7)	01/25/2020		C(1)			8,888	(7)	(7)	Class A common stock	8,888	$0.00	0	D
Restricted stock units (Class B common stock)	(5)	01/25/2020		M			14,538	(6)	05/05/2026	Class B common stock	14,538	$0.00	14,538	D
Class B common stock	(7)	01/25/2020		M		14,538		(7)	(7)	Class A common stock	14,538	$0.00	14,538	D
Class B common stock	(7)	01/25/2020		C(1)			14,538	(7)	(7)	Class A common stock	14,538	$0.00	0	D
Restricted Stock Units (Class A common stock)	(8)	01/25/2020		M			91,712	(9)	08/01/2028	Class A common stock	91,712	$0.00	91,711	D

Explanation of Responses:

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

2. Sale of shares to cover taxes incurred as a result of the vesting of the RSUs, in accordance with Rule 10b5-1 trading plan entered into by reporting person.

3. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $8.09 to $8.77, 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. Held by The Venkataraman Living Trust UTA dtd 6/8/2011 of which the reporting person is a trustee.

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

6. The RSUs vest 34% on January 25, 2019 and the remaining RSUs vest in two equal installments on each of January 25, 2020 and January 25, 2021.

7. 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.

8. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

9. The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant.

Remarks:

	By 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.
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