Sec Form 4 Filing - KPCB X ASSOCIATES LLC @ Bloom Energy Corp - 2019-11-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KPCB X ASSOCIATES LLC 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2750 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 11/20/2019 C( 1 ) 500,000 A $ 0 6,000,000 I See footnote ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 5 ) 11/20/2019 C( 1 ) 500,000 ( 5 ) ( 5 ) Class A Common Stock 500,000 $ 0 7,987,293 I See footnote ( 2 ) ( 3 ) ( 6 ) 6% Convertible Note ( 7 ) 11/20/2019 C 616,302 ( 7 ) ( 7 ) Class B Common Stock 616,302 $ 0 ( 7 ) 616,302 I See footnote ( 2 ) ( 3 ) ( 8 ) Class B Common Stock ( 5 ) 11/20/2019 C 616,302 ( 5 ) ( 5 ) Class A Common Stock 616,302 $ 0 8,603,595 I See footnote ( 2 ) ( 3 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KPCB X ASSOCIATES LLC 2750 SAND HILL ROAD MENLO PARK, CA94025 X KPCB IX ASSOCIATES LLC 2750 SAND HILL ROAD MENLO PARK, CA94025 X KLEINER PERKINS CAUFIELD & BYERS IX A LP 2750 SAND HILL RD MENLO PARK, CA94025 X KLEINER PERKINS CAUFIELD & BYERS IX B LP 2750 SAND HILL RD MENLO PARK, CA94025 X KLEINER PERKINS CAUFIELD & BYERS X A LP 2750 SAND HILL ROAD MENLO PARK, CA94025 X KLEINER PERKINS CAUFIELD & BYERS X B LP 2750 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ Susan Biglieri, Chief Financial Officer of KPCB IX Associates, LLC 11/22/2019 Signature of Reporting Person Date /s/ Susan Biglieri, Chief Financial Officer of KPCB IX Associates, LLC, General Partner of Kleiner Perkins Caufield & Byers IX-A, L.P. 11/22/2019 Signature of Reporting Person Date /s/ Susan Biglieri, Chief Financial Officer of KPCB IX Associates, LLC, General Partner of Kleiner Perkins Caufield & Byers IX-B, L.P. 11/22/2019 Signature of Reporting Person Date /s/ Susan Biglieri, Chief Financial Officer of KPCB X Associates, LLC 11/22/2019 Signature of Reporting Person Date /s/ Susan Biglieri, Chief Financial Officer of KPCB X Associates, LLC, General Partner of Kleiner Perkins Caufield & Byers X-A, L.P. 11/22/2019 Signature of Reporting Person Date /s/ Susan Biglieri, Chief Financial Officer of KPCB X Associates, LLC, General Partner of Kleiner Perkins Caufield & Byers X-B, L.P. 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion of a derivative security in accordance with its terms. ( 2 )All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. ( 3 )KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB X Associates, LLC ("KPCB X Associates"), is the general partner of Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A") and Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"). Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B. ( 4 )Consists of (a) 4,910,463 shares of Class A Common Stock held by KPCB IX-A; (b) 158,358 shares of Class A Common Stock held by KPCB IX-B; and (c) 931,179 shares of Class A Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers. ( 5 )The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; or (b) upon any transfer except certain permitted transfers. All the outstanding shares of Class B Common Stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of July 27, 2018, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B Common Stock represent less than five percent (5%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary or Chairman of the Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar. ( 6 )Consists of (a) 450,981 shares of Class B Common Stock held by KPCB IX-A; (b) 9,489 shares of Class B Common Stock held by KPCB IX-B; (c) 4,785,752 shares of Class B Common Stock held by KPCB X-A; (d) 134,977 shares of Class B Common Stock held by KPCB X-B; and (e) 2,606,094 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 674,749 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust. ( 7 )The outstanding principal and accrued interest on the 6% Convertible Notes ("6% Notes") will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B Common Stock. ( 8 )Consists of (a) 421,735 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-A; (d) 11,895 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-B; and (e) 182,672 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by individuals and entities associated with Kleiner Perkins Caufield & Byers. ( 9 )Consists of (a) 1,005,511 shares of Class B Common Stock held by KPCB IX-A; (b) 24,280 shares of Class B Common Stock held by KPCB IX-B; (c) 4,785,752 shares of Class B Common Stock held by KPCB X-A; (d) 134,977 shares of Class B Common Stock held by KPCB X-B; and (e) 2,653,075 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 721,730 shares of Cl ass B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.

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).

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