Sec Form 4 Filing - Powell Colin @ Bloom Energy Corp - 2020-01-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Powell Colin 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4353 NORTH FIRST STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2020 (Street) SAN JOSE, CA95134 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 01/22/2020 G V 11,523 D $ 0 0 I By trust ( 1 ) Class A common stock 01/22/2020 G( 2 ) V 11,523 A $ 0 24,527 D Class A common stock 01/25/2020 C( 3 ) 25,825 A $ 0 450,126 I By trust ( 4 ) Class A common stock 01/28/2020 G V 11,523 D $ 0 12,734 D Class A common stock 01/28/2020 G( 5 ) V 11,523 A $ 0 461,649 I By trust ( 4 )

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 Exercisab le 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 Restricted stock units (Class B common stock) ( 6 ) 01/25/2020 M 25,825 ( 7 ) 07/24/2028 Class B common stock 25,825 $ 0 25,825 D Class B common stock ( 8 ) 01/25/2020 M 25,825 ( 8 ) ( 8 ) Class A common stock 25,825 $ 0 25,825 D Class B common stock ( 8 ) 01/25/2020 C( 3 ) 25,825 ( 8 ) ( 8 ) Class A common stock 25,825 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Powell Colin 4353 NORTH FIRST STREET SAN JOSE, CA95134 X Signatures By Shawn Soderberg as attorney in fact 01/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by the 2016 CLP 4-year GRAT U/A DAD 10/16/2016, of which the reporting person is the trustee. ( 2 )Transferred from reporting person's GRAT. ( 3 )Conversion of a derivative security in accordance with its terms. ( 4 )Held by The Colin L. Powell Revocable Trust U/A DTD 01/26/2006, of which the reporting person is a trustee. ( 5 )Transfer of shares to reporting person's revocable trust. ( 6 )Each RSU represents a contingent right to receive 1 share of the issuer's Class B common stock. ( 7 )The RSUs vest over two years at six-month intervals from the vesting commencement date. ( 8 )All of the outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the occurrence of certain events. In addition, the Class B common stock may be converted into shares of Class A common stock at the election of the holder.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.