| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2018 | 3. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 873,114 | 0.00 | D | |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 33,136 | 0.00 | I | KR Sridhar 2008 Annuity Trust AS dated December 18, 2008(2) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 33,136 | 0.00 | I | KR Sridhar 2008 Annuity Trust KS dated December 18, 2008(3) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 55,630 | 0.00 | I | KR Sridhar 2010 Annuity Trust AS dated April 27, 2010(4) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 55,630 | 0.00 | I | KR Sridhar 2010 Annuity Trust KS dated April 27, 2010(5) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 325,520 | 0.00 | I | The KR Sridhar and Sudha Sarma 2012 Irrevocable Trust(6) |
| Stock Option (Right to Buy Class B Common Stock) | (7) | 06/01/2021 | Class B Common Stock | 233,334 | 20.55 | D | |
| Stock Option (Right to Buy Class B Common Stock) | (8) | 05/10/2027 | Class B Common Stock | 884,509 | 30.96 | D | |
| Stock Option (Right to Buy Class B Common Stock) | (7) | 08/01/2022 | Class B Common Stock | 733,333 | 30.35 | D | |
| Stock Option (Right to Buy Class B Common Stock) | (7) | 09/10/2025 | Class B Common Stock | 266,667 | 30.89 | D | |
| Explanation of Responses: |
| 1. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; or (b) any transfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to our Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. |
| 2. KR Sridhar, Trustee of the KR Sridhar 2008 Annuity Trust AS dated December 18, 2008. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares. |
| 3. KR Sridhar, Trustee of the KR Sridhar 2008 Annuity Trust KS dated December 18, 2008. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares. |
| 4. KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust AS dated April 27, 2010. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares. |
| 5. KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust KS dated April 27, 2010. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares. |
| 6. KR Sridhar, Trustee of The KR Sridhar and Sudha Sarma 2012 Irrevocable Trust. By virtue of the relationship Mr. Sridhar has with the Trust, Mr. Sridhar is deemed to have voting and dispositive power of these shares. |
| 7. The option is fully vested. |
| 8. The option vests over a 2 year period with 1/24th of the total shares vesting per month starting on January 1, 2018, the vesting commencement date, and 1/24th per month thereafter, subject to continued service through each vesting date. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/Shawn Soderberg, attorney-in-fact | 07/24/2018 | |
| ** 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 5 (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. | ||
