Sec Form 4 Filing - SANDELL SCOTT D @ Bloom Energy Corp - 2020-03-31

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) 03/31/2020 (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

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 6% Convertible Notes $ 11.25 03/31/2020 H( 1 )( 2 ) ( 4 ) 12/01/2020 Class B Common Stock ( 5 ) 1,232,627 ( 6 ) ( 1 ) ( 2 ) $ 0 I See Note 7 ( 7 ) 10% Convertible Notes $ 8 03/31/2020 P( 1 )( 2 ) ( 8 ) 12/01/2021 Class B Common Stock ( 5 ) 1,733,381 ( 9 ) ( 1 ) ( 2 ) $ 13,867,049 I See Note 7 ( 7 ) 10% Convertible Notes $ 8 03/31/2020 P ( 8 ) 12/01/2021 Class B Common Stock ( 5 ) 2,500,000 ( 10 ) $ 20,000,000 $ 33,867,049 I See Note 7 ( 7 )

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 05/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involve an amendment of outstanding convertible notes. On March 31, 2020, New Enterprise Associates 10, Limited Partnership ("NEA 10") entered into an Amendment Support Agreement with the Issuer and other investors which contemplates an amendment of the Issuer's 6% Convertible Senior Secured Notes due December 1, 2020 (the "6% Notes"). The Reporting Persons' beneficial ownership of the 6% Notes was previously reported on a Form 3/A filed on August 8, 2018. Upon amendment of the Indenture pursuant to which the 6% Notes are outstanding on April 20, 2020 (the "Amended Indenture"), the conversion price of the 6% Notes was reduced from $11.25 to $8.00, the maturity date was extended from December 1, 2020 to December 1, 2021 and the interest rate was increased from 6% to 10%, among other amendments (such 6% Notes, as amended, the "10% Notes"). ( 2 )The amendment of the 6% Notes results in the deemed cancellation of the 6% Notes and the deemed acquisition by the Reporting Persons of the 10% Notes. ( 3 )Amount includes original promissory note with a face amount of $12,500,000 plus payable in kind interest received in the form of additional 6% Notes. ( 4 )Following the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes became convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock. ( 5 )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 the Issuer's 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 the closing of Issuer's IPO, (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 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 Issuer's 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. ( 6 )Represents shares of Class B common stock issuable upon conversion of $13,867,049 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes. ( 7 )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 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. ( 8 )The outstanding principal on the 10% Notes is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00; provided, however, that the Amended Indenture provides that all conversions that would require stockholder approval will be settled in cash if such required stockholder approval has not been obtained. KR Sridhar, the Chief Executive Officer of the Company and the beneficial owner of a majority of the voting power of the Issuer, entered into a Support Agreement in which he has agreed to vote in favor of permitting the Issuer to settle all conversions of the 10% Notes in shares of the Company's Class A common stock or Class B common stock, as applicable, in compliance with all applicable rules of the New York Stock Exchange. The 10% Notes will mature on December 1, 2021 and bear interest at a fixed rate of 10% per annum, payable monthly in cash. ( 9 )Represents shares of Class B common stock issuable upon conversion of $13,867,049 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes. ( 10 )Represents shares of Class B common stock issuable upon conversion of $20,000,000 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes.

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