Sec Form 4 Filing - Brennan Susan Seilheimer @ 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 Brennan Susan Seilheimer 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) EVP and COO (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 01/25/2020 C( 1 ) 52,318 A $ 0 144,242 D Class A common stock 01/25/2020 C( 1 ) 3,333 A $ 0 147,575 D Class A common stock 01/25/2020 C( 1 ) 9,777 A $ 0 157,352 D Class A common stock 01/27/2020 S( 2 ) 25,540 D $ 8.3234 ( 3 ) 131,812 D

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 Restricted stock units (Class B common stock) ( 4 ) 01/25/2020 M 52,318 ( 5 ) 07/24/2028 Class B common stock 52,318 $ 0 52,318 D Class B common stock ( 6 ) 01/25/2020 M 52,318 ( 6 ) ( 6 ) Class A common stock 52,318 $ 0 52,318 D Class B common stock ( 6 ) 01/25/2020 C( 1 ) 52,318 ( 6 ) ( 6 ) Class A common stock 52,318 $ 0 0 D Restricted stock units (Class B common stock) ( 4 ) 01/25/2020 M 3,333 ( 7 ) 09/11/2025 Class B common stock 3,333 $ 0 3,333 D Class B common stock ( 6 ) 01/25/2020 M 3,333 ( 6 ) ( 6 ) Class A common stock 3,333 $ 0 3,333 D Class B common stock ( 6 ) 01/25/2020 C( 1 ) 3,333 ( 6 ) ( 6 ) Class A common stock 3,333 $ 0 0 D Restricted stock units (Class B common stock) ( 4 ) 01/25/2020 M 9,777 ( 8 ) 05/05/2026 Class B common stock 9,777 $ 0 9,777 D Class B common stock ( 6 ) 01/25/2020 M 9,777 ( 6 ) ( 6 ) Class A common stock 9,777 $ 0 9,777 D Class B common stock ( 6 ) 01/25/2020 C( 1 ) 9,777 ( 6 ) ( 6 ) Class A common stock 9,777 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brennan Susan Seilheimer 4353 NORTH FIRST STREET SAN JOSE, CA95134 EVP and COO Signatures Shawn Soderberg as attorney in fact 01/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion of a derivative security pursuant to its terms. ( 2 )The number of shares required to cover tax withholding obligations incurred upon vesting of the RSUs were sold and the proceeds of sale were tendered to the issuer in payment of applicable taxes. ( 3 )he price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.27 to $8.40, inclusive. The reporting person undertakes to provide Bloom Energy Corporation, any security holder of Bloom Energy Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. ( 4 )Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. ( 5 )The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant. ( 6 )All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the occurrence of certain events. In addition, Class B common stock may be converted into shares of Class A common stock at any time at the election of the holder. ( 7 )The RSUs vest in equal installments every six months over two years from July 25, 2018, the date of grant. ( 8 )These RSUs vest 34% on Jan 25, 2019 and the remaining in two equal installments on the one year anniversaries of this 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).

** 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.