Sec Form 4 Filing - Volpi Michelangelo @ Confluent, Inc. - 2021-06-28

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)
06/28/2021
(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
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 B Preferred Stock ( 1 ) 06/28/2021 C 19,892,208 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 19,892,208 $ 0 0 I See footnote ( 3 ) ( 4 )
Series C Preferred Stock ( 1 ) 06/28/2021 C 2,690,028 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 2,690,028 $ 0 0 I See footnote ( 3 ) ( 4 )
Class B Common Stock ( 2 ) 06/28/2021 C 22,582,236 ( 2 ) ( 2 ) Class A Common Stock 22,582,236 $ 0 22,582,236 I See footnote ( 3 ) ( 4 )
Series B Preferred Stock ( 1 ) 06/28/2021 C 492,912 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 492,912 $ 0 0 I See footnote ( 4 ) ( 5 )
Series C Preferred Stock ( 1 ) 06/28/2021 C 66,656 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 66,656 $ 0 0 I See footnote ( 4 ) ( 5 )
Class B Common Stock ( 2 ) 06/28/2021 C 559,568 ( 2 ) ( 2 ) Class A Common Stock 559,568 $ 0 559,568 I See footnote ( 4 ) ( 5 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 5,226,698 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 5,226,698 $ 0 0 I See footnote ( 4 ) ( 6 )
Series E Preferred Stock ( 1 ) 06/28/2021 C 985,055 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 985,055 $ 0 0 I See footnote ( 4 ) ( 6 )
Class B Common Stock ( 2 ) 06/28/2021 C 6,211,753 ( 2 ) ( 2 ) Class A Common Stock 6,211,753 $ 0 6,211,753 I See footnote ( 4 ) ( 6 )
Series B Preferred Stock ( 1 ) 06/28/2021 C 310,428 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 310,428 $ 0 0 I See footnote ( 4 ) ( 7 )
Series C Preferred Stock ( 1 ) 06/28/2021 C 41,980 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 41,980 $ 0 0 I See footnote ( 4 ) ( 7 )
Series D Preferred Stock ( 1 ) 06/28/2021 C 90,391 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 90,391 $ 0 0 I See footnote ( 4 ) ( 7 )
Series E Preferred Stock ( 1 ) 06/28/2021 C 17,035 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 17,035 $ 0 0 I See footnote ( 4 ) ( 7 )
Class B Common Stock ( 2 ) 06/28/2021 C 459,834 ( 2 ) ( 2 ) Class A Common Stock 459,834 $ 0 459,834 I See footnote ( 4 ) ( 7 )
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 06/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock, 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).
( 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 )The shares are held by Index Ventures VII (Jersey), L.P. ("Index VII"). Index Venture Associates VII Limited ("IVA VII") is the managing general partner of Index VII.
( 4 )The Reporting Person is a partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures VII (Jersey), L.P., Index Ventures Growth IV (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 5 )The shares are held by Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel"). IVA VII is the managing general partner of Index VII Parallel.
( 6 )The shares are held by Index Ventures Growth IV (Jersey), L.P. ("Index Growth IV"). Index Venture Growth Associates IV Limited ("IVGA IV") is the managing general partner of Index Growth IV.
( 7 )The shares are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth IV, Index VII and Index VII Parallel).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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