Sec Form 4 Filing - SANDELL SCOTT D @ Bloom Energy Corp - 2021-11-12

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 _____ 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) 11/12/2021 (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 Class A Common Stock 11/12/2021 C( 1 ) 11,963,020 A $ 0 13,296,353 I See Note 2( 2 ) Class A Common Stock 11/12/2021 J( 3 ) 13,296,353 D $ 0 0 I See Note 2( 2 ) Class A Common Stock 11/12/2021 J( 4 ) 3,246,531 A $ 0 3,246,531 I See Note 5( 5 ) Class A Common Stock 11/12/2021 J( 6 ) 3,246,531 D $ 0 0 I See Note 5( 5 ) Class A Common Stock 11/12/2021 J( 7 ) 109,450 A $ 0 109,450 I See Note 8( 8 ) Class A Common Stock 53,686 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 Class B Common Stock( 9 ) ( 9 ) 11/12/2021 C 11,963,020 ( 9 ) ( 9 ) Class A Common Stock 11,963,020 $ 0 0 I See Note 2( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Sasha Keough, attorney-in-fact 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )New Enterprise Associates 10, Limited Partnership ("NEA 10") converted 11,963,020 shares of Class B Common Stock at its option, resulting in its acquisition of 11,963,020 shares of Class A Common Stock. ( 2 )The Reporting Person is the 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 securities held by NEA 10 in which the Reporting Person has no pecuniary interest. ( 3 )NEA 10 made a pro rata distribution for no consideration of an aggregate of 13,296,353 shares of Class A Common Stock of the Issuer to its general partner and limited partners on November 12, 2021. ( 4 )NEA Partners 10 received 3,246,531 shares of Class A Common Stock of the Issuer in the distribution by NEA 10 on November 12, 2021. ( 5 )The Reporting Person is the general partner of NEA Partners 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 securities held by NEA Partners 10 in which the Reporting Person has no pecuniary interest. ( 6 )NEA Partners 10 made a pro rata distribution for no consideration of an aggregate of 3,246,531 shares of Class A Common Stock of the Issuer to its limited partners on November 12, 2021. ( 7 )The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 109,450 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 10 on November 12, 2021. ( 8 )The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest. ( 9 )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.

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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