Sec Form 4/A Filing - Thayer William @ Bloom Energy Corp - 2018-07-24

FORM 4/A 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 Thayer William 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President, Sale (Last) (First) (Middle) 1299 ORLEANS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2018 (Street) SUNNYVALE, CA94089 4. If Amendment, Date Original Filed (MM/DD/YY) 07/26/2018 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 Stock Option (Right to Buy Class B Common Stock) $ 15 07/24/2018( 1 ) A 20,000 ( 2 ) 07/23/2028 Class B Common Stock ( 3 ) 20,000 $ 0 20,000 D Stock Option (Right to Buy Class B Common Stock) $ 15 07/24/2018( 1 ) A 44,445 ( 4 ) 07/23/2028 Class B Common Stock ( 3 ) 44,445 $ 0 44,445 D Restricted Stock Unit (RSU) (Class B Common Stock) ( 5 ) 07/24/2018( 1 ) A 40,000 ( 6 ) ( 5 ) Class B Common Stock ( 3 ) 40,000 $ 0 40,000 D Restricted Stock Unit (RSU)(Class B Common Stock ( 5 ) 07/24/2018( 1 ) A 22,222 ( 7 ) ( 5 ) Class B Common Stock ( 3 ) 22,222 $ 0 22,222 D Restricted Stock Units (RSU) (Class B Common Stock) ( 5 ) 07/24/2018( 1 ) A 128,830 ( 8 ) ( 5 ) Class B Common Stock ( 3 ) 128,830 $ 0 128,830 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thayer William 1299 ORLEANS DRIVE SUNNYVALE, CA94089 Executive Vice President, Sale Signatures /s/Shawn Soderberg, attorney-in-fact 08/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to correct the grant date of the award. ( 2 )The option will vest at the rate of 50% on the one year anniversary of July 24, 2018, and the remaining 50% on the second year anniversary of such date, subject to the reporting person's continued service through each vesting date. ( 3 )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. ( 4 )The option will vest in three equal annual installments commencing on the second year anniversary of July 24, 2018, followed by the third and fourth anniversaries, so that the entire grant is full vested on the 4th year anniversary of July 24, 2018, subject to the reporting person's continued service through each vesting date. ( 5 )Each RSU represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement. ( 6 )The RSU will vest 50% on the first allowable trading date following the one-year anniversary of July 24, 2018, and the remaining 50% to vest on the first allowable trading date following the second-year anniversary of July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date. ( 7 )The RSU will vest on the first allowable trading day following the one year anniversary of July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date. ( 8 )The RSU will vest over two years at 6 month intervals from July 24, 2018, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service through each vesting date.

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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