Sec Form 3 Filing - NEW ENTERPRISE ASSOCIATES 10 L P @ Bloom Energy Corp - 2018-07-24

FORM 3 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 NEW ENTERPRISE ASSOCIATES 10 L P 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) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2018 (Street) TIMONIUM, MD21093 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

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 Series B Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 4,527,868 D ( 3 ) Series C Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,062,944 D ( 3 ) Series D Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 620,155 D ( 3 ) Series E Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 395,815 D ( 3 ) Series F Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 125,989 D ( 3 ) Series G Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 650,631 D ( 3 ) 8% Convertible Preferred Notes $ 0 ( 4 ) ( 4 ) ( 4 ) Series G Convertible Preferred Stock ( 4 ) 346,013 ( 5 ) D ( 3 ) 6% Convertible Notes $ 0 ( 6 ) ( 6 ) 12/01/2020 Class B Common Stock ( 2 ) 358,530 ( 5 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEW ENTERPRISE ASSOCIATES 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA PARTNERS 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BARRETT M JAMES 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Sasha Keough, attorney-in-fact 07/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series EConvertible Preferred Stock, Series F Convertible Preferred Stock, and Series G Convertible Preferred Stock have no expiration date and areconvertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with theIssuer's initial public offering ("IPO"). ( 2 )The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis at the holder's option or upon anytransfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into sharesof our 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 anniversaryof the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stockrepresent 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 our Secretary orChairman 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. ( 3 )The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and its individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter J. Barris, M. James Barrett and Scott D. Sandell. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which such Indirect Reporting Person has no pecuniary interest. ( 4 )Upon the completion of the Issuer's IPO, the outstanding 8% Notes will mandatorily convert into Series G convertible preferred stock. Theshares of Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and willautomatically convert into shares of Class B Common Stock in connection with the Issuer's IPO. ( 5 )The number of shares reflect both the principle and the interest accrued th rough July 24, 2018. ( 6 )Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock.

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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