Future Fund Investment Co No.5 Pty Form 3 Bloom Energy / Fund Board of Guardians Future ownership change

SEC Form 3

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^*

Future Fund Board of Guardians

(Last) (First) (Middle)

LEVEL 42, 120 COLLINS STREET

(Street)

MELBOURNE C3 VIC 3000

(City) (State) (Zip)

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)

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

5. 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 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
Series G Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,881,988	0.00(1)	I	See Footnote(3)
8% Convertible Preferred Notes	(4)	(4)	Series G Convertible Preferred Stock(5)	1,022,566(5)	0.00(4)	I	See Footnote(6)

1. Name and Address of Reporting Person^*

Future Fund Board of Guardians

(Last) (First) (Middle)

LEVEL 42, 120 COLLINS STREET

(Street)

MELBOURNE C3 VIC 3000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Future Fund Investment Co No.5 Pty Ltd

(Last) (First) (Middle)

LEVEL 42, 120 COLLINS STREET

(Street)

MELBOURNE C3 VIC 3000

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series G Convertible Preferred Stock are convertible at any time and will convert automatically into shares of Class B Common Stock in connection with the Issuer's initial public offering ("IPO") on a 1:1 basis.

2. Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in the Issuer's restated certificate of incorporation.

3. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians.

4. Upon the completion of the IPO, the outstanding 8% Convertible Preferred Notes will mandatorily convert into shares of Series G Convertible Preferred Stock and will convert automatically into shares of Class B Common Stock in connection with the Issuer's IPO on a 1:1 basis.

5. The number of shares reflect both the principle and the interest accrued through July 24, 2018.

6. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any.

	/s/ Cameron Price, Authorized Signatory for Future Fund Board of Guardians	07/31/2018
	/s/ Paul Mann, Authorized Signatory for Future Fund Investment Company No.5 Pty Ltd	07/31/2018
	** Signature of Reporting Person	Date
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