Altimeter Capital Management General Partner Form 3 Confluent / BRAD GERSTNER 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^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2022

3. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

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)
Class A Common Stock	4,930,000	I	See Footnote(1)(2)(3)

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	(4)	(4)	Class A Common Stock	8,395,374	0	I	See Footnote(1)(2)(3)

1. Name and Address of Reporting Person^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management, LP

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management General Partner, LLC

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE

SUITE 4610

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. A portion of these Class A Common Stock shares are directly owned by Altimeter Partners Fund, L.P. ("APF") and Altimeter Crossover Fund, L.P. ("ACF") in the amounts of 4,850,000 and 80,000. A portion of these Class B Common Stock shares are directly owned by Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") and Altimeter Growth Cascade Fund, L.P. ("AGCF") (collectively, the "Altimeter Entities") in the amounts of 1,679,075 and 6,716,299.

2. Altimeter General Partner, LLC is the general partner of APF, Altimeter Crossover General Partner LLC is the general partner of ACF, Altimeter Growth Partners General Partner IV LLC is the general partner of AGPF IV, and Altimeter Growth Cascade General Partner LLC is the general partner of AGCF (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs have delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager, and the General Partner and may be deemed to share voting and investment power over these shares.

3. Because of the relationship between the Investment Manager, the General Partner, and Bradley Gerstner, and the Altimeter Entities and the Altimeter Fund GPs, each of the Investment Manager, the General Partner, and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner, and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.

4. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner	03/09/2022
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP	03/09/2022
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC	03/09/2022
	** Signature of Reporting Person	Date
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