Sec Form 4 Filing - Volpi Michelangelo @ Confluent, Inc. - 2023-11-29

Insider filing report for Changes in Beneficial Ownership
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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
Volpi Michelangelo
2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT]
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)
C/O CONFLUENT, INC., 899 W. EVELYN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2023
(Street)
MOUNTAIN VIEW, CA94041
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 11/29/2023 C( 1 ) 1,129,352 A $ 0 ( 1 ) 1,129,352 I By Index Ventures VII (Jersey) L.P. ( 2 )
Class A Common Stock 11/29/2023 C( 3 ) 27,984 A $ 0 ( 3 ) 27,984 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Class A Common Stock 11/29/2023 C( 5 ) 310,588 A $ 0 ( 5 ) 310,588 I By Index Ventures Growth IV (Jersey) L.P. ( 6 )
Class A Common Stock 11/29/2023 C( 7 ) 22,995 A $ 0 ( 7 ) 22,995 I By Yucca (Jersey) SLP ( 8 )
Class A Common Stock 11/29/2023 S 310,588 D $ 21.1245 ( 9 ) 0 I By Index Ventures Growth IV (Jersey) L.P. ( 2 )
Class A Common Stock 11/29/2023 S 8,047 D $ 21.1245 ( 9 ) 14,948 I By Yucca (Jersey) SLP ( 4 )
Class A Common Stock 11/30/2023 J( 1 ) 1,129,352 D $ 0 ( 1 ) 0 I By Index Ventures VII (Jersey) L.P. ( 2 )
Class A Common Stock 11/30/2023 J( 3 ) 27,984 D $ 0 ( 3 ) 0 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Class A Common Stock 11/30/2023 J( 1 )( 3 ) 289,334 D $ 0 ( 1 ) ( 3 ) 0 I By Index Venture Associates VII Limited ( 10 )
Class A Common Stock 11/30/2023 J( 7 ) 14,948 D $ 0 ( 7 ) 0 I By Yucca (Jersey) SLP ( 8 )
Class A Common Stock 255,744 ( 11 ) D
Class A Common Stock 136,972 ( 11 ) 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 ) 11/29/2023 C( 1 ) 1,129,352 ( 13 ) ( 13 ) Class A Common Stock 1,129,352 $ 0 5,646,760 I By Index Ventures VII (Jersey) L.P. ( 2 )
Class B Common Stock ( 13 ) 11/29/2023 C( 3 ) 27,984 ( 13 ) ( 13 ) Class A Common Stock 27,984 $ 0 139,921 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Class B Common Stock ( 13 ) 11/29/2023 C( 5 ) 310,588 ( 13 ) ( 13 ) Class A Common Stock 310,588 $ 0 1,552,939 I By Index Ventures Growth IV (Jersey) L.P. ( 6 )
Class B Common Stock ( 13 ) 11/29/2023 C( 7 ) 22,995 ( 13 ) ( 13 ) Class A Common Stock 22,995 $ 0 114,978 I By Yucca (Jersey) SLP ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Volpi Michelangelo
C/O CONFLUENT, INC.
899 W. EVELYN AVENUE
MOUNTAIN VIEW, CA94041
X
Signatures
/s/ Michelangelo Volpi 12/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 29, 2023, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 1,129,352 shares of the Issuer's Class B Common Stock into 1,129,352 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023, Index VII distributed in-kind, without consideration, 1,129,352 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Associates VII Limited ("IVA VII") in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On the same date, IVA VII distributed in-kind, without consideration, 282,338 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
( 2 )The shares are held by Index VII. IVA VII is the general partner of Index VII. The reporting person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index VII, Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel") and Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV"). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
( 3 )On November 29, 2023, Index VII Parallel converted in the aggregate 27,984 shares of the Issuer's Class B Common Stock into 27,984 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023 Index VII Parallel distributed in-kind, without consideration, 27,984 shares of Class A Common Stock pro-rata to its limited partners and its general partner, IVA VII in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. On the same date, IVA VII distributed in-kind, without consideration, 6,996 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
( 4 )The shares are held by Index VII Parallel. IVA VII is the general partner of Index VII Parallel. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
( 5 )On November 29, 2023, Index Growth IV converted in the aggregate 310,588 shares of the Issuer's Class B Common Stock into 310,588 shares of the Issuer's Class A Common Stock.
( 6 )The shares are held by Index Growth IV. Index Venture Growth Associates IV Limited ("IVGA IV") is the general partner of Index Growth IV. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
( 7 )On November 29, 2023, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 22,995 shares of the Issuer's Class B Common Stock into 22,995 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023, Yucca distributed in-kind, without consideration, 14,948 shares of Class A Common Stock pro-rata to its partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
( 8 )The shares are held of record by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment in the Issuer. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
( 9 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.74 - $21.39. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer 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 in this footnote.
( 10 )The shares are held of record by IVA VII.
( 11 )Includes shares of Class A Common Stock received in the distributions described herein made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
( 12 )The shares are held by the Volpi-Cupal Family Trust, of which the reporting person serves as trustee. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
( 13 )Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock.

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