Sec Form 4 Filing - Hu An-Yen @ Confluent, Inc. - 2022-08-08

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
Hu An-Yen
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)
2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2022
(Street)
WOODSIDE, CA94062
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 08/08/2022 C 3,862,593 A $ 0 3,862,593 I See footnote( 1 )
Class A Common Stock 08/08/2022 J( 2 ) 3,862,593 D $ 0 0 I See footnote( 1 )
Class A Common Stock 08/08/2022 J( 2 ) 90,484 A $ 0 1,599,904 I See footnote( 3 )
Class A Common Stock 08/08/2022 J( 2 ) 36,342 A $ 0 1,179,019 I See footnote( 4 )
Class A Common Stock 08/09/2022 S 8,463 D $ 30.6769( 5 ) 1,170,556 I See footnote( 4 )
Class A Common Stock 08/09/2022 S 2,100 D $ 31.5452( 6 ) 1,168,456 I See footnote( 4 )
Class A Common Stock 08/08/2022 J( 2 ) 10,347 A $ 0 20,694 I See footnote( 7 )
Class A Common Stock 08/08/2022 J( 2 ) 47,549 A $ 0 1,514,035 I See footnote( 8 )
Class A Common Stock 08/08/2022 J( 2 ) 20,694 A $ 0 20,694 I See footnote( 9 )
Class A Common Stock 08/08/2022 J( 2 ) 37,201 A $ 0 1,374,798 I See footnote( 10 )
Class A Common Stock 08/08/2022 J( 2 ) 4,441 A $ 0 955,052 I See footnote( 11 )
Class A Common Stock 08/09/2022 S 9,131 D $ 30.6769( 5 ) 945,921 I See footnote( 11 )
Class A Common Stock 08/09/2022 S 2,265 D $ 31.5452( 6 ) 943,656 I See footnote( 11 )
Class A Common Stock 08/08/2022 J( 2 ) 42 A $ 0 11,994 I See footnote( 12 )
Class A Common Stock 08/08/2022 J( 2 ) 951 A $ 0 182,756 I See footnote( 13 )
Class A Common Stock 08/09/2022 S 2,072 D $ 30.6769( 5 ) 180,684 I See footnote( 13 )
Class A Common Stock 08/09/2022 S 514 D $ 31.5452( 6 ) 180,170 I See footnote( 13 )
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 ( 14 ) 08/08/2022 C 3,862,593 ( 14 ) ( 14 ) Class A Common Stock 3,862,593 $ 0 18,023,439 I See footnote( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Direc tor 10% Owner Officer Other
Hu An-Yen
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Cohler Matt
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
FENTON PETER H
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
GURLEY J WILLIAM
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
LASKY MITCHELL
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Puttagunta Chetan
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Tavel Sarah E
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ An-Yen Hu, by power of attorney for Matthew R. Cohler 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Peter H. Fenton 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for J. William Gurley 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Chetan Puttagunta 08/10/2022
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Sarah E. Tavel 08/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and investment power over such shares. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and investment power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.
( 2 )Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.
( 3 )Shares are held by Matthew R. Cohler's trust entity.
( 4 )Shares are held by Peter H. Fenton's trust entities.
( 5 )Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 9, 2022. The actual sale prices ranged from a low of $30.22 to a high of $31.18, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
( 6 )Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 9, 2022. The actual sale prices ranged from a low of $31.22 to a high of $31.9, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
( 7 )Shares are held by Mitchell H. Lasky's family partnership.
( 8 )Shares are held by Mitchell H. Lasky's family trust.
( 9 )Shares are held by J. William Gurley's family partnerships.
( 10 )Shares are held by J. William Gurley's trust entity.
( 11 )Shares are held by Sarah Tavel.
( 12 )Shares held by An-Yen Hu's trust entity.
( 13 )Shares held by Chetan Puttagunta's trust entity.
( 14 )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. Each share of Class B Common Stock is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

Remarks:
This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.

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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