Sec Form 4 Filing - DOERR L JOHN @ Bloom Energy Corp - 2020-08-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
DOERR L JOHN
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)
08/27/2020
(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 08/27/2020 C( 1 ) 7,701,219 A $ 0 7,701,219 I KPCB Holdings, Inc. as Nominee ( 2 ) ( 3 )
Class A Common Stock 08/27/2020 J( 4 ) 7,701,219 D $ 0 0 I KPCB Holdings, Inc. as Nominee ( 2 ) ( 3 )
Class A Common Stock 08/27/2020 J( 5 ) 929,374 A $ 0 3,040,213 I By trust ( 6 )
Class A Common Stock 08/27/2020 J( 5 ) 17,534 A $ 0 17,534 I KPTV, LLC ( 7 )
Class A Common Stock 08/27/2020 J( 5 ) 8,769 A $ 0 8,769 I 2750 Sand Hill Associates, LLC ( 8 )
Class A Common Stock 32,547 D
Class A Common Stock 32,052 I By partnership ( 9 )
Class A Common Stock 275,918 I By trust ( 10 )
Class A Common Stock 19,255 I By trust ( 11 )
Class A Common Stock 19,255 I By trust ( 12 )
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
Class B Common Stock ( 13 ) 08/27/2020 C( 1 ) 7,701,219 ( 13 ) ( 13 ) Class A Common Stock 7,701,219 $ 0 159,115 I KPCB Holdings, Inc. as Nominee ( 2 ) ( 3 )
Class B Common Stock ( 13 ) 08/27/2020 J( 14 ) 159,115 ( 13 ) ( 13 ) Class A Common Stock 159,115 $ 0 0 I KPCB Holdings, Inc. as Nominee ( 2 ) ( 3 )
Class B Common Stock ( 13 ) 08/27/2020 J( 14 ) 159,115 ( 13 ) ( 13 ) Class A Common Stock 159,115 $ 0 739,275 I By trust ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOERR L JOHN
4353 NORTH FIRST STREET
SAN JOSE, CA95134
X
Signatures
/s/ Shawn Soderberg, attorney-in-fact 08/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Conversion of a derivative security in accordance with its terms.
( 2 )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.
( 3 )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 X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB X Associates disclaims beneficial ownership of the shares held by KPCB X-A and KPCB X-B.
( 4 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB X-A and KPCB X-B without consideration to their partners (the "Fund Distribution") and a change in the form of beneficial ownership for individuals and entities associated with KPCB Holdings, Inc.
( 5 )Represents a change in the form of ownership by virtue of the receipt of shares in the Fund Distribution.
( 6 )Held by Vallejo Ventures Trust, L. John and Ann Doerr, Trustees.
( 7 )Held by KPTV, LLC, of which Vallejo Ventures Trust is the sole member.
( 8 )Held by 2750 Sand Hill Associates, LLC, of which KPTV, LLC is a member.
( 9 )Held by LJD Ventures II Partnership, of which the Reporting Person is a general partner.
( 10 )Held by The 1999 Portico Trust, of which the Reporting Person is a trustee.
( 11 )Held by The Hampton 1999 Trust dated May 25, 1999, of which the Reporting Person is a trustee.
( 12 )Held by The Austin 1999 Trust dated May 25, 1999, of which the Reporting Person is a trustee.
( 13 )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 of the Issuer or Chairman of the Issuer's Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar.
( 14 )Represents a change in the form of beneficial ownership of Class B Common Stock for individuals and entities associated with KPCB Holdings, Inc., as nominee.

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.