Sec Form 13G Filing - NEW ENTERPRISE ASSOCIATES 10 L P filing for Bloom Energy Corp (BE) - 2020-02-13

---

Not applicable.

 

 

 

 

(a)

Amount Beneficially Owned:   NEA 10 is the record owner of Common Stock and Class B common stock (“Class B Common Stock”) as described below. As described in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 (the “10-Q”), holders of Class B Common Stock are entitled to ten votes per share while holders of the Common Stock are entitled to one vote per share.  In addition, holders of Class B Common Stock and holders of Common Stock generally vote together as a single class.  This single class would consist of 118,007,646 shares, which includes (i) 75,593,984 shares of Common Stock (the “10-Q Shares”) and (ii) 42,413,662 shares of Class B Common Stock reported by the Issuer to be outstanding as of November 4, 2019 on the 10-Q.  As further described in the 10-Q, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events NEA 10 is the record owner of 1,333,333 shares of Common Stock (the “NEA Common Stock”) and 7,729,639 shares of Class B Common Stock (the  “NEA Class B Common Stock” and together with the NEA Common Stock, the “NEA 10 Shares”) and a promissory note with a face amount of $12,500,000 convertible at any time at a rate of $11.25 per share into 1,232,627 shares of Class B Common Stock (the “Note Shares” and, together with the NEA 10 Shares” the “NEA 10 Securities”) as of December 31, 2019.  As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Securities.  As the individual general partner of NEA Partners 10, the General Partner may also be deemed to own beneficially the NEA 10 Securities.

 

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 84,556,250 shares, which includes (i) the 10-Q Shares, (ii) the NEA Class B Common Stock and (iii) the Note Shares.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:    See Line 5 of cover sheets.

(ii)

shared power to vote or to direct the vote:   See Line 6 of cover sheets.

(iii)

sole power to dispose or to direct the disposition of:   See Line 7 of cover sheets.

(iv)

shared power to dispose or to direct the disposition of:    See Line 8 of cover sheets.

 

 

Not applicable.

 

 

CUSIP No.  093712107

13G

Page 7 of 11

 

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).

 

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).

 

 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:	NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

By:                           *

          Scott D. Sandell

          General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

By:                        *                                                   

        Scott D. Sandell

        General Partner

 

This Amendment No. 1 to the Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

---

 

---

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

CUSIP No.  093712107

13G

Page 11 of 11