Sec Form 4 Filing - SANDELL SCOTT D @ Bloom Energy Corp - 2018-07-27

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 SANDELL SCOTT D 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 07/27/2018 (Street) TIMONIUM, MD21093 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 Class A Common Stock 07/27/2018 P 1,333,333 A $ 15 1,333,333 I See Note 1 ( 1 )

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 ( 2 ) 07/27/2018 C 4,527,868 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 4,527,868 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 4,527,868 ( 3 ) ( 3 ) Class A Common Stock 4,527,868 $ 0 4,527,868 I See Note 1 ( 1 ) Series C Convertible Preferred Stock ( 2 ) 07/27/2018 C 1,062,944 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 1,062,944 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 1,062,944 ( 3 ) ( 3 ) Class A Common Stock 1,062,944 $ 0 5,590,812 I See Note 1 ( 1 ) Series D Convertible Preferred Stock ( 2 ) 07/27/2018 C 620,155 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 620,155 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 620,155 ( 3 ) ( 3 ) Class A Common Stock 620,155 $ 0 6,210,967 I See Note 1 ( 1 ) Series E Convertible Preferred Stock ( 2 ) 07/27/2018 C 395,815 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 395,815 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 395,815 ( 3 ) ( 3 ) Class A Common Stock 395,815 $ 0 6,606,782 I See Note 1 ( 1 ) Series F Convertible Preferred Stock ( 2 ) 07/27/2018 C 125,989 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 125,989 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 125,989 ( 3 ) ( 3 ) Class A Common Stock 125,989 $ 0 6,732,771 I See Note 1 ( 1 ) Series G Convertible Preferred Stock ( 2 ) 07/27/2018 C 650,631 ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 650,631 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 3 ) 07/27/2018 C 650,631 ( 3 ) ( 3 ) Class A Common Stock 650,631 $ 0 7,383,402 I See Note 1 ( 1 ) 8% Convertible Preferred Notes ( 4 ) 07/27/2018 C 346,239 ( 5 ) ( 4 ) ( 4 ) Series G Convertible Preferred Stock 346,239 $ 0 0 I See Note 1 ( 1 ) Class B Common Stock ( 4 ) 07/27/2018 C 346,239 ( 5 ) ( 4 ) ( 4 ) Class A Common Stock 346,239 $ 0 7,729,641 I See Note 1 ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X X Signatures /s/ Sasha Keough, attorney-in-fact 07/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The 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 the Reporting Person has no pecuniary interest. ( 2 )Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into the Issuer's Class B Common Stock, on a 1 for 1 basis, immediately prior to the Closing of the Issuer's initial public offering on July 27, 2018 ("IPO") and had no expiration date. ( 3 )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 any transfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into shares of 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 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 our 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. ( 4 )The principal amount and accrued interest of the 8% Convertible Preferred Notes ("8% Notes") automatically converted into the specified number of shares of Class B Common Stock as a result of the automatic conversion of the Issuer's outstanding preferred stock in connection with the Issuer's IPO. ( 5 )The number of shares reflect both the principle and the interest accrued through July 27, 2018, the date of the automatic conversion.

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