0001209191-20-026552.txt : 20200501 0001209191-20-026552.hdr.sgml : 20200501 20200501163638 ACCESSION NUMBER: 0001209191-20-026552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200331 FILED AS OF DATE: 20200501 DATE AS OF CHANGE: 20200501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 10 L P CENTRAL INDEX KEY: 0001132326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 20841374 BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA PARTNERS 10 L P CENTRAL INDEX KEY: 0001236049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 20841375 BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bloom Energy Corp CENTRAL INDEX KEY: 0001664703 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 770565408 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-543-1500 MAIL ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-31 0 0001664703 Bloom Energy Corp BE 0001132326 NEW ENTERPRISE ASSOCIATES 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001236049 NEA PARTNERS 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 6% Convertible Notes 11.25 2020-03-31 4 H 0 13867049.00 D 2020-12-01 Class B Common Stock 1232627 0.00 D 10% Convertible Notes 8.00 2020-03-31 4 P 0 13867049.00 A 2021-12-01 Class B Common Stock 1733381 13867049.00 D 10% Convertible Notes 8.00 2020-03-31 4 P 0 20000000.00 20000000.00 A 2021-12-01 Class B Common Stock 2500000 33867049.00 D The two reported transactions involve an amendment of outstanding convertible notes. On March 31, 2020, New Enterprise Associates 10, Limited Partnership ("NEA 10") entered into an Amendment Support Agreement with the Issuer and other investors which contemplates an amendment of the Issuer's 6% Convertible Senior Secured Notes due December 1, 2020 (the "6% Notes"). The Reporting Persons' beneficial ownership of the 6% Notes was previously reported on a Form 3/A filed on August 8, 2018. Upon amendment of the Indenture pursuant to which the 6% Notes are outstanding on April 20, 2020 (the "Amended Indenture"), the conversion price of the 6% Notes was reduced from $11.25 to $8.00, the maturity date was extended from December 1, 2020 to December 1, 2021 and the interest rate was increased from 6% to 10%, among other amendments (such 6% Notes, as amended, the "10% Notes"). The amendment of the 6% Notes results in the deemed cancellation of the 6% Notes and the deemed acquisition by the Reporting Persons of the 10% Notes. Amount includes original promissory note with a face amount of $12,500,000 plus payable in kind interest received in the form of additional 6% Notes. Following the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes became convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock. The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis at the holder's option or upon any transfer except for certain permitted transfers. All the outstanding shares of the Issuer's Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Issuer's Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. Represents shares of Class B common stock issuable upon conversion of $13,867,049 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes. The securities are directly held by NEA 10 and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partner of NEA Partners 10 (NEA Partners 10 and its individual general partner together, the "Indirect Reporting Persons"). The individual general partner of NEA Partners 10 is Scott D. Sandell. The NEA 10 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which the NEA 10 Indirect Reporting Persons have no pecuniary interest. The outstanding principal on the 10% Notes is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00; provided, however, that the Amended Indenture provides that all conversions that would require stockholder approval will be settled in cash if such required stockholder approval has not been obtained. KR Sridhar, the Chief Executive Officer of the Company and the beneficial owner of a majority of the voting power of the Issuer, entered into a Support Agreement in which he has agreed to vote in favor of permitting the Issuer to settle all conversions of the 10% Notes in shares of the Company's Class A common stock or Class B common stock, as applicable, in compliance with all applicable rules of the New York Stock Exchange. The 10% Notes will mature on December 1, 2021 and bear interest at a fixed rate of 10% per annum, payable monthly in cash. Represents shares of Class B common stock issuable upon conversion of $13,867,049 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes. Represents shares of Class B common stock issuable upon conversion of $20,000,000 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes. /s/ Sasha Keough, Attorney-in-Fact 2020-05-01