Sec Form 4 Filing - SC US (TTGP), LTD. @ Confluent, Inc. - 2021-06-28

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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
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Series C Preferred Stock ( 1 ) 06/28/2021 C 9,812,081 ( 1 ) ( 1 ) Class B Common Stock 9,812,081 $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 4 ) ( 5 )
Series C Preferred Stock ( 1 ) 06/28/2021 C 911,988 ( 1 ) ( 1 ) Class B Common Stock 911,988 $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 4 ) ( 5 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 671,319 ( 1 ) ( 1 ) Class B Common Stock 671,319 $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 4 ) ( 5 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 9,685 ( 1 ) ( 1 ) Class B Common Stock 9,685 $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 4 ) ( 5 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 3,540,188 ( 1 ) ( 1 ) Class B Common Stock 3,540,188 $ 0 0 I Sequoia Capital U.S. Growth Fund VIII, L.P. ( 4 ) ( 5 )
Series E Preferred Stock ( 1 ) 06/28/2021 C 358,517 ( 1 ) ( 1 ) Class B Common Stock 358,517 $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 4 ) ( 5 )
Series E Preferred Stock ( 1 ) 06/28/2021 C 114,049 ( 1 ) ( 1 ) Class B Common Stock 114,049 $ 0 0 I Sequoia Capital U.S. Growth Fund VIII, L.P. ( 4 ) ( 5 )
Series C Preferred Stock ( 1 ) 06/28/2021 C 1,050,534 ( 1 ) ( 1 ) Class B Common Stock 1,050,534 $ 0 0 I Sequoia Grove II, LLC ( 6 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 397,458 ( 1 ) ( 1 ) Class B Common Stock 397,458 $ 0 0 I Sequoia Grove II, LLC ( 6 )
Series E Preferred Stock ( 1 ) 06/28/2021 C 48,874 ( 1 ) ( 1 ) Class B Common Stock 48,874 $ 0 0 I Sequoia Grove II, LLC ( 6 )
Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 06/28/2021 C 10,841,917 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 10,841,917 $ 0 10,841,917 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 4 ) ( 5 )
Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 06/28/2021 C 921,673 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 921,673 $ 0 921,673 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 4 ) ( 5 )
Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 06/28/2021 C 3,654,237 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 3,654,237 $ 0 3,654,237 I Sequoia Capital U.S. Growth Fund VIII, L.P. ( 4 ) ( 5 )
Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 06/28/2021 C 1,496,866 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,496,866 $ 0 1,496,866 I Sequoia Grove II, LLC ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. Growth VII Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. Growth VIII Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital U.S. Growth Fund VIII, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove Manager, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove II, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VIII Management, L.P. 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VIII, L.P. 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC 06/30/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC 06/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.
( 2 )After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
( 3 )Each share of Class B Common Stock held by the Reporting Person 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, and does not have an expiration date. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
( 4 )SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds and GFVIII.
( 5 )(Continued from Footnote 4) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Growth VIII Management, L.P. disclaims beneficial ownership of the shares held by GFVII Funds, and GFVIII, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 6 )Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Sequoia Grove Manager, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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