Sec Form 4 Filing - KPCB X ASSOCIATES LLC @ Bloom Energy Corp - 2018-07-27

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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
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)
07/27/2018
(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
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 A Convertible Preferred Stock ( 1 ) 07/27/2018 C 8,850,000 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 8,850,000 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 5 )
Class B Common Stock ( 2 ) 07/27/2018 C 8,850,000 ( 2 ) ( 2 ) Class A Common Stock 8,850,000 $ 0 8,850,000 I See Footnote ( 3 ) ( 4 ) ( 6 )
Series B Convertible Preferred Stock ( 1 ) 07/27/2018 C 3,278,690 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 3,278,690 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 7 )
Class B Common Stock ( 2 ) 07/27/2018 C 3,278,690 ( 2 ) ( 2 ) Class A Common Stock 3,278,690 $ 0 12,128,690 I See Footnote ( 3 ) ( 4 ) ( 8 )
Series C Convertible Preferred Stock ( 1 ) 07/27/2018 C 664,341 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 664,341 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 9 )
Class B Common Stock ( 2 ) 07/27/2018 C 664,341 ( 2 ) ( 2 ) Class A Common Stock 664,341 $ 0 12,793,031 I See Footnote ( 3 ) ( 4 ) ( 10 )
Series D Convertible Preferred Stock ( 1 ) 07/27/2018 C 186,046 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 186,046 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 11 )
Class B Common Stock ( 2 ) 07/27/2018 C 186,046 ( 2 ) ( 2 ) Class A Common Stock 186,046 $ 0 12,979,077 I See Footnote ( 3 ) ( 4 ) ( 12 )
Series E Convertible Preferred Stock ( 1 ) 07/27/2018 C 275,452 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 275,452 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 13 )
Class B Common Stock ( 2 ) 07/27/2018 C 275,452 ( 2 ) ( 2 ) Class A Common Stock 275,452 $ 0 13,254,529 I See Footnote ( 3 ) ( 4 ) ( 14 )
Series F Convertible Preferred Stock ( 1 ) 07/27/2018 C 125,989 ( 1 ) ( 1 ) Classs B Common Stock ( 2 ) 125,989 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 15 )
Class B Common Stock ( 2 ) 07/27/2018 C 125,989 ( 2 ) ( 2 ) Class A Common Stock 125,989 $ 0 13,380,518 I See Footnote ( 3 ) ( 4 ) ( 16 )
Series G Convertible Preferred Stock ( 1 ) 07/27/2018 C 260,536 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 260,536 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 17 )
Class B Common Stock ( 2 ) 07/27/2018 C 260,536 ( 2 ) ( 2 ) Class A Common Stock 260,536 $ 0 13,641,054 I See Footnote ( 3 ) ( 4 ) ( 18 )
8% Convertible Preferred Note (Series G) ( 19 ) 07/27/2018 C 346,239 ( 20 ) ( 19 ) ( 19 ) Class B Common Stock ( 2 ) 346,239 $ 0 0 I See Footnote ( 3 ) ( 4 ) ( 21 )
Class B Common Stock ( 2 ) 07/27/2018 C 346,239 ( 20 ) ( 2 ) ( 2 ) Class A Common Stock 346,239 $ 0 13,987,293 I See Footnote ( 3 ) ( 4 ) ( 22 )
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 ROAD
MENLO PARK, CA94025
X
KLEINER PERKINS CAUFIELD & BYERS IX B LP
2750 SAND HILL ROAD
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 07/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Series A Convertible Preferred Stock, 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 1-for-1 into shares of Class B Common Stock in connection with the closing of Issuer's initial public offering on July 27, 2018 ("IPO").
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )Consists of (a) 3,439,995 shares of Series A Convertible Preferred Stock held by KPCB IX-A; (b) 106,200 shares of Series A Convertible Preferred Stock held by KPCB IX-B; (c) 3,028,027 shares of Series A Convertible Preferred Stock held by KPCB X-A; (d) 85,403 shares of Series A Convertible Preferred Stock held by KPCB X-B; and (e) 2,190,375 shares of Series A Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares Series A Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 6 )Consists of (a) 3,439,995 shares of Class B Common Stock held by KPCB IX-A; (b) 106,200 shares of Class B Common Stock held KPCB IX-B; (c) 3,028,027 shares of Class B Common Stock held by KPCB X-A; (d) 85,403 shares of Class B Common Stock held by KPCB X-B; and (e) 2,190,375 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 7 )Consists of (a) 1,274,427 shares of Series B Convertible Preferred Stock held by KPCB IX-A; (b) 39,344 shares of Series B Convertible Preferred Stock held by KPCB IX-B; (c) 1,121,804 shares of Series B Convertible Preferred Stock held by KPCB X-A; (d) 31,639 shares of Series B Convertible Preferred Stock held by KPCB X-B; and (e) 811,476 shares of Series B Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Serie s B Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 8 )Consists of (a) 1,274,427 shares of Class B Common Stock held by KPCB IX-A; (b) 39,344 shares of Class B Common Stock held by KPCB IX-B; (c) 1,121,804 shares of Class B Common Stock held by KPCB X-A; (d) 31,639 shares of Class B Common Stock held by KPCB X-B; and (e) 811,476 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 9 )Consists of (a) 258,229 shares of Series C Convertible Preferred Stock held by KPCB IX-A; (b) 7,972 shares of Series C Convertible Preferred Stock held by KPCB IX-B; (c) 227,305 shares of Series C Convertible Preferred Stock held by KPCB X-A; (d) 6,411 shares of Series C Convertible Preferred Stock held by KPCB X-B; and (e) 164,424 shares of Series C Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Series C Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 10 )Consists of (a) 258,229 shares of Class B Common Stock held by KPCB IX-A; (b) 7,972 shares of Class B Common Stock held by KPCB IX-B; (c) 227,305 shares of Class B Common Stock held by KPCB X-A; (d) 6,411 shares of Class B Common Stock held by KPCB X-B; and (e) 164,424 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 11 )Consists of (a) 72,317 shares of Series D Convertible Preferred Stock held by KPCB IX-A; (b) 2,233 shares of Series D Convertible Preferred Stock held by KPCB IX-B; (c) 63,655 shares of Series D Convertible Preferred Stock held by KPCB X-A; (d) 1,795 shares of Series D Convertible Preferred Stock held by KPCB X-B; and (e) 46,046 shares of Series D Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Series D Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 12 )Consists of (a) 72,317 shares of Class B Common Stock held by KPCB IX-A; (b) 2,233 shares of Class B Common Stock held by KPCB IX-B; (c) 63,655 shares of Class B Common Stock held by KPCB X-A; (d) 1,795 shares of Class B Common Stock held by KPCB X-B; and (e) 46,046 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 13 )Consists of (a) 107,068 shares of Series E Convertible Preferred Stock held by KPCB IX-A; (b) 3,306 shares of Series E Convertible Preferred Stock held by KPCB IX-B; (c) 94,245 shares of Series E Convertible Preferred Stock held by KPCB X-A; (d) 2,658 shares of Series E Convertible Preferred Stock held by KPCB X-B; and (e) 68,175 shares of Series E Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Series E Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 14 )Consists of (a) 107,068 shares of Class B Common Stock held by KPCB IX-A; (b) 3,306 shares of Class B Common Stock held by KPCB IX-B; (c) 94,245 shares of Class B Common Stock held by KPCB X-A; (d) 2,658 shares of Class B Common Stock held by KPCB X-B; and (e) 68,175 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 15 )Consists of (a) 48,972 shares of Series F Convertible Preferred Stock held by KPCB IX-A; (b) 1,512 shares of Series F Convertible Preferred Stock held by KPCB IX-B; (c) 43,107 shares of Series F Convertible Preferred Stock held by KPCB X-A; (d) 1,216 shares of Series F Convertible Preferred Stock held by KPCB X-B; and (e) 31,182 shares of Series F Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Series F Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 16 )Consists of (a) 48,972 shares of Class B Common Stock held by KPCB IX-A; (b) 1,512 shares of Class B Common Stock held by KPCB IX-B; (c) 43,107 shares of Class B Common Stock held by KPCB X-A; (d) 1,216 shares of Class B Common Stock held by KPCB X-B; and (e) 31,182 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 17 )Consists of (a) 101,270 shares of Series G Convertible Preferred Stock held by KPCB IX-A; (b) 3,125 shares of Series G Convertible Preferred Stock held by KPCB IX-B; (c) 89,143 shares of Series G Convertible Preferred Stock held by KPCB X-A; (d) 2,514 shares of Series G Convertible Preferred Stock held by KPCB X-B; and (e) 64,484 shares of Series G Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Series G Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 18 )Consists of (a) 101,270 shares of Class B Common Stock held by KPCB IX-A; (b) 3,125 shares of Class B Common Stock held by KPCB IX-B; (c) 89,143 shares of Class B Common Stock held by KPCB X-A; (d) 2,514 shares of Class B Common Stock held by KPCB X-B; and (e) 64,484 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
( 19 )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 Issuer's outstanding preferred stock in connection with the Issuer's IPO.
( 20 )The number of shares reflect both the principal and the interest accrued on the 8% Notes through July 27, 2018, the date of the automatic conversion in connection with the Issuer's IPO.
( 21 )Consists of (a) 134,583 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Series G Convertible Preferred Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Series G Convertible Preferred Stock issuable upon conversion held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
( 22 )Consists of (a) 134,583 shares of Class B Common Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Class B Common Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Class B Common Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Class B Common Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Class B Common Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.

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