Sequoia Capital Fund Management Form 4 Change in insider ownership

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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/14/2023		C⁽¹⁾		93,461	A	$0	93,461	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	02/14/2023		C⁽¹⁾		68,843	A	$0	68,843	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	02/14/2023		C⁽¹⁾		116,080	A	$0	116,080	I	Sequoia Grove II, LLC⁽⁶⁾
Class A Common Stock	02/14/2023		J⁽²⁾		93,461	D	$0	0	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	02/14/2023		J⁽²⁾		68,843	D	$0	0	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	02/14/2023		J⁽²⁾		116,080	D	$0	0	I	Sequoia Grove II, LLC⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	02/14/2023		C⁽¹⁾			93,461	⁽¹⁾	⁽¹⁾	Class A Common Stock	93,461	$0	6,411,688	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	02/14/2023		J⁽²⁾			990,731	⁽¹⁾	⁽¹⁾	Class A Common Stock	990,731	$0	5,420,957	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	02/14/2023		C⁽¹⁾			68,843	⁽¹⁾	⁽¹⁾	Class A Common Stock	68,843	$0	484,162	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	02/14/2023		J⁽²⁾			23,324	⁽¹⁾	⁽¹⁾	Class A Common Stock	23,324	$0	460,838	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	02/14/2023		C⁽¹⁾			116,080	⁽¹⁾	⁽¹⁾	Class A Common Stock	116,080	$0	782,038	I	Sequoia Grove II, LLC⁽⁶⁾
Class B Common Stock	⁽¹⁾	02/14/2023		J⁽²⁾		991,904		⁽¹⁾	⁽¹⁾	Class A Common Stock	991,904	$0	6,111,088	I	Sequoia Capital Fund, LP⁽⁵⁾
Class B Common Stock	⁽¹⁾	02/14/2023		J⁽²⁾		175,301		⁽¹⁾	⁽¹⁾	Class A Common Stock	175,301	$0	1,232,281	I	Sequoia Capital Fund Parallel, LLC⁽⁵⁾
Class A Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,192,541		2,192,541	I	Sequoia Capital U.S. Growth Fund VIII, L.P.⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. Growth VII Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. Growth VIII Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Growth Fund VIII, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove Manager, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove II, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital Fund Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital Fund, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the election of the holder thereof and has no expiration date. In addition, upon any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's certificate of incorporation.

2. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund.

3. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds and GFVIII.

4. (Continued from Footnote 3) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Growth VIII Management, L.P. disclaims beneficial ownership of the shares held by the GFVII Funds and GFVIII, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. SC US (TTGP), Ltd. is the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. Sequoia Grove Manager, LLC is a manager of Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Form 1 of 2

	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VIII Management, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VIII, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P.	02/16/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., the General Partner of Sequoia Capital Fund, LP	02/16/2023
	** 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).
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Sequoia Capital Fund Management Form 4Change in insider ownership