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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Confluent, Inc. [ CFLT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/28/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series B Preferred Stock | (1) | 06/28/2021 | C | 19,892,208 | (1) | (1) | Class B Common Stock(2) | 19,892,208 | $0.00 | 0 | I | See footnote(3) | |||
| Series C Preferred Stock | (1) | 06/28/2021 | C | 2,690,028 | (1) | (1) | Class B Common Stock(2) | 2,690,028 | $0.00 | 0 | I | See footnote(3) | |||
| Class B Common Stock | (2) | 06/28/2021 | C | 22,582,236 | (2) | (2) | Class A Common Stock | 22,582,236 | $0.00 | 22,582,236 | I | See footnote(3) | |||
| Series B Preferred Stock | (1) | 06/28/2021 | C | 492,912 | (1) | (1) | Class B Common Stock(2) | 492,912 | $0.00 | 0 | I | See footnote(4) | |||
| Series C Preferred Stock | (1) | 06/28/2021 | C | 66,656 | (1) | (1) | Class B Common Stock(2) | 66,656 | $0.00 | 0 | I | See footnote(4) | |||
| Class B Common Stock | (2) | 06/28/2021 | C | 559,568 | (2) | (2) | Class A Common Stock | 559,568 | $0.00 | 559,568 | I | See footnote(4) | |||
| Series D Preferred Stock | (1) | 06/28/2021 | C | 5,226,698 | (1) | (1) | Class B Common Stock(2) | 5,226,698 | $0.00 | 0 | I | See footnote(5) | |||
| Series E Preferred Stock | (1) | 06/28/2021 | C | 985,055 | (1) | (1) | Class B Common Stock(2) | 985,055 | $0.00 | 0 | I | See footnote(5) | |||
| Class B Common Stock | (2) | 06/28/2021 | C | 6,211,753 | (2) | (2) | Class A Common Stock | 6,211,753 | $0.00 | 6,211,753 | I | See footnote(5) | |||
| Series B Preferred Stock | (1) | 06/28/2021 | C | 310,428 | (1) | (1) | Class B Common Stock(2) | 310,428 | $0.00 | 0 | I | See footnote(6) | |||
| Series C Preferred Stock | (1) | 06/28/2021 | C | 41,980 | (1) | (1) | Class B Common Stock(2) | 41,980 | $0.00 | 0 | I | See footnote(6) | |||
| Series D Preferred Stock | (1) | 06/28/2021 | C | 90,391 | (1) | (1) | Class B Common Stock(2) | 90,391 | $0.00 | 0 | I | See footnote(6) | |||
| Series E Preferred Stock | (1) | 06/28/2021 | C | 17,035 | (1) | (1) | Class B Common Stock(2) | 17,035 | $0.00 | 0 | I | See footnote(6) | |||
| Class B Common Stock | (2) | 06/28/2021 | C | 459,834 | (2) | (2) | Class A Common Stock | 459,834 | $0.00 | 459,834 | I | See footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO). |
| 2. 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. |
| 3. The shares are held by Index Ventures VII (Jersey), L.P. ("Index VII"). Index Venture Associates VII Limited ("IVA VII") is the managing general partner of Index VII and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 4. The shares are held by Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel"). IVA VII is the managing general partner of Index VII Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 5. The shares are held by Index Ventures Growth IV (Jersey), L.P. ("Index Growth IV"). Index Venture Growth Associates IV Limited ("IVGA IV") is the managing general partner of Index Growth IV and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 6. The shares are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth IV, Index VII and Index VII Parallel). Each of IVGA IV and IVA VII disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose. |
| Remarks: |
| Index Ventures VII (Jersey) LP, By: Index Ventures Associates VII Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Its: Director | 06/30/2021 | |
| /s/ Index Ventures Growth IV (Jersey), LP, By: Index Venture Growth Associates IV Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Its: Director | 06/30/2021 | |
| /s/ Index Ventures VII Parallel Entrepreneur Fund (Jersey) LP, By: Index Venture Associates VII Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Its: Director | 06/30/2021 | |
| /s/ Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Samuel Dustow, /s/ Genesis Perez, Its: Auth. Signatories | 06/30/2021 | |
| /s/ Index Venture Growth Associates IV Limited, By: /s/ Nigel Greenwood, Its: Director | 06/30/2021 | |
| /s/ Index Venture Associates VII Limited, By: /s/ Nigel Greenwood, Its: Director | 06/30/2021 | |
| ** 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 4 (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. | ||