Sec Form 4 Filing - SC US (TTGP), LTD. @ Confluent, Inc. - 2022-08-15

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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)
08/15/2022
(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
Class A Common Stock 08/15/2022 C( 1 ) 93,461 A $ 0 93,461 I Sequoia Capital U.S. Growth Fund VII, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 C( 1 ) 68,843 A $ 0 68,843 I Sequoia Capital U.S. Growth VII Principals Fund, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 C( 1 ) 67,569 A $ 0 67,569 I Sequoia Capital U.S. Growth Fund VIII, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 C( 1 ) 149,687 A $ 0 149,687 I Sequoia Grove II, LLC( 6 )
Class A Common Stock 08/15/2022 J( 2 ) 93,461 D $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 J( 2 ) 68,843 D $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 J( 2 ) 67,569 D $ 0 0 I Sequoia Capital U.S. Growth Fund VIII, L.P.( 3 )( 4 )
Class A Common Stock 08/15/2022 J( 2 ) 149,687 D $ 0 0 I Sequoia Grove II, LLC( 6 )
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 ( 1 ) 08/15/2022 C( 1 ) 93,461 ( 1 ) ( 1 ) Class A Common Stock 93,461 $ 0 10,748,456 I Sequoia Capital U.S. Growth Fund VII, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 J( 2 ) 990,731 ( 1 ) ( 1 ) Class A Common Stock 990,731 $ 0 9,757,725 I Sequoia Capital U.S. Growth Fund VII, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 C( 1 ) 68,843 ( 1 ) ( 1 ) Class A Common Stock 68,843 $ 0 852,830 I Sequoia Capital U.S. Growth VII Principals Fund, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 J( 2 ) 23,324 ( 1 ) ( 1 ) Class A Common Stock 23,324 $ 0 829,506 I Sequoia Capital U.S. Growth VII Principals Fund, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 C( 1 ) 67,569 ( 1 ) ( 1 ) Class A Common Stock 67,569 $ 0 3,586,668 I Sequoia Capital U.S. Growth Fund VIII, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 J( 2 ) 297,855 ( 1 ) ( 1 ) Class A Common Stock 297,855 $ 0 3,288,813 I Sequoia Capital U.S. Growth Fund VIII, L.P.( 3 )( 4 )
Class B Common Stock ( 1 ) 08/15/2022 C( 1 ) 149,687 ( 1 ) ( 1 ) Class A Common Stock 149,687 $ 0 1,347,179 I Sequoia Grove II, LLC( 6 )
Class B Common Stock ( 1 ) 08/15/2022 J( 2 ) 1,279,796 ( 1 ) ( 1 ) Class A Common Stock 1,279,796 $ 0 1,279,796 I Sequoia Capital Fund, LP( 5 )
Class B Common Stock ( 1 ) 08/15/2022 J( 2 ) 264,245 ( 1 ) ( 1 ) Class A Common Stock 264,245 $ 0 264,245 I Sequoia Capital Fund Parallel, LLC( 5 )
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
Sequoia Capital Fund Management, L.P.
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 08/17/2022
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. 08/17/2022
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. 08/17/2022
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. 08/17/2022
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. 08/17/2022
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. 08/17/2022
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 08/17/2022
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 08/17/2022
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 Sequoia Capital Fund Management, L.P. 08/17/2022
Signature of Reporting Person Date
See Remark 08/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the election of the holder thereof and has no expiration date. In addition, upon 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 certificate of incorporation.
( 2 )Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
( 3 )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.
( 4 )(Continued from Footnote 3) 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 the 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.
( 5 )SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, 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 a manager of Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of these securities 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.

Remarks:
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP and the managing member of Sequoia Capital Fund Parallel, LLC.

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