Sec Form 4 Filing - Guardians of New Zealand Superannuation @ Bloom Energy Corp - 2019-02-20

Insider filing report for Changes in Beneficial Ownership
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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
Guardians of New Zealand Superannuation
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)
PO BOX 106 607, NEW ZEALAND
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2019
(Street)
AUCKLAND, Q21143
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guardians of New Zealand Superannuation
PO BOX 106 607, NEW ZEALAND
AUCKLAND, Q21143
X
Signatures
/s/ Adrien Hunter, Authorized Signatory 02/20/2019
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
There are no transactions reported on this Form 4, which is being filed solely to report that the reporting person is no longer a 10% Owner. As a result, the reporting person is no longer subject to Section 16 in connection with the reporting person's transactions in the equity securities of Bloom Energy Corporation (the "Issuer") and therefore the reporting person will no longer report any such transaction on Form 4 or Form 5. The reporting person beneficially owns 2,587,991 shares of Class B Common Stock of the Issuer, and the reporting person has not acquired or disposed of any securities of the Issuer since the reporting person filed its Form 3 with the SEC on July 25, 2018. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at any time at the option of the reporting person, upon the transfer of such share of Class B Common Stock or upon the occurrence of certain other events. The Class B Common Stock has no expiration date. After giving effect to (i) the 49,765,964 shares of Class A Common Stock outstanding as of February 13, 2019, as disclosed to the reporting person by the Issuer, and (ii) the 2,587,991 shares of Class A Common Stock underlying the 2,587,991 shares of Class B Common Stock held by the reporting person, the reporting person beneficially owns approximately 4.9% of the shares of Class A Common Stock outstanding as of February 13, 2019. The shares reported herein are held by Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund being property of Her Majesty the Queen in right of New Zealand and managed by the Guardians of New Zealand Superannuation. Pursuant to Rule 16a-1, the reporting person disclaims such beneficial ownership, except to the extent of their respective pecuniary interest.

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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