Sec Form 4 Filing - CANADA PENSION PLAN INVESTMENT BOARD @ Bloom Energy Corp - 2020-03-31

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 CANADA PENSION PLAN INVESTMENT BOARD 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) ONE QUEEN STREET EAST, SUITE 2500 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2020 (Street) TORONTO, A6M5C 2W5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 6.0% Convertible Senior Secured PIK Notes due 2020 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 03/31/2020 03/31/2020 H( 1 )( 2 ) 21,321,099 ( 6 ) ( 3 )( 4 )( 5 )( 6 ) ( 3 )( 4 )( 5 )( 6 ) Class B common stock 21,321,099 ( 6 ) ( 1 ) ( 2 ) 312,575 ( 1 ) ( 2 ) ( 9 ) D 10.0% Convertible Senior Secured Notes due 2021 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 ) ( 8 ) 03/31/2020 03/31/2020 J( 1 )( 2 ) 29,982,796 ( 8 ) ( 3 )( 4 )( 5 )( 7 )( 8 ) ( 3 )( 4 )( 5 )( 7 )( 8 ) Class B common stock 29,982,796 ( 8 ) ( 1 ) ( 2 ) 30,295,371 ( 1 ) ( 2 ) ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST, SUITE 2500 TORONTO, A6M5C 2W5 X Signatures /s/ Kathryn J. Daniels; Title: Managing Director, Head of Compliance, Legal, Canada Pension Plan Investment Board 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an agreement to effect an amendment of outstanding convertible notes. On March 31, 2020, the Reporting Person entered into an Amendment Support Agreement with the Issuer and other investors, which contemplate for an amendment of the Issuer's 6% Convertible Senior Secured PIK Notes due 2020 (the "6% Notes"). The Reporting Person's beneficial ownership of the 6% Notes was previously reported on a Form 3 filed by the Reporting Person on August 3, 2018 and a Form 4 filed on August 10, 2018. Upon amendment of the Indenture pursuant to which the 6% Notes are outstanding, the conversion price of the 6% Notes will be reduced from $11.25 to $8.00, the maturity date will be extended from December 1, 2020 to December 1, 2021 and the interest rate will be increased from 6% to 10%, among other amendments (such 6% Notes, as amended, the "10% Notes"). ( 2 )The amendment of the 6% Notes result in the deemed cancellation of the 6% Notes and the deemed acquisition by the Reporting Person of the 10% Notes. ( 3 )Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Notes became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. ( 4 )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. ( 5 )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 the closing of Issuer's initial public offering, (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 )Represents shares of Class B common stock issuable upon conversion of $239,862,370 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes. ( 7 )The outstanding principal on the 10% Notes is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00. The 10% Notes will mature on December 1, 2021 and will bear interest at a fixed rate per annum equal to 10.00%, payable monthly in cash. ( 8 )Represents (i) shares of Class B common stock issuable upon conversion of $239,862,370 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes and (ii) 312,575 shares of Class B common stock issued upon automatic exercise of a warrant, as previously reported on a Form 3 filed by the Reporting Person on August 3, 2018. ( 9 )Represents shares of Class B common stock issued upon automatic exercise of a warrant, as previously reported on a Form 3 filed by the Reporting Person on August 3, 2018.

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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