Sec Form 4 Filing - Benchmark Capital Management Co. VIII, L.L.C. @ Confluent, Inc. - 2021-06-28

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 Benchmark Capital Management Co. VIII, L.L.C. 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) C/O BENCHMARK CAPITAL PARTNERS, 2965 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (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

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 A Preferred Stock ( 1 ) 06/28/2021 C 29,923,944 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 29,923,944 $ 0 0 I See footnote ( 3 ) ( 4 ) Series B Preferred Stock ( 1 ) 06/28/2021 C 4,149,480 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 4,149,480 $ 0 0 I See footnote ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 06/28/2021 C 932,888 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 932,888 $ 0 0 I See footnote ( 3 ) ( 4 ) Series D Preferred Stock ( 1 ) 06/28/2021 C 9,685 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 9,685 $ 0 0 I See footnote ( 3 ) ( 4 ) Class B Common Stock ( 2 ) 06/28/2021 C 35,015,997 ( 2 ) ( 2 ) Class A Common Stock 35,015,997 $ 0 35,015,997 I See footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benchmark Capital Management Co. VIII, L.L.C. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Capital Partners VIII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders' Fund VIII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders' Fund VIII-B, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C. 06/29/2021 Signature of Reporting Person Date /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P. 06/29/2021 Signature of Reporting Person Date /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P. 06/29/2021 Signature of Reporting Person Date /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P. 06/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automaticallyconverted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO). ( 2 )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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. ( 3 )Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII"), Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. ( 4 )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, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive 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.

Remarks: This report is one of three reports, each on a separate Form 3, but relating to the same holdings 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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