SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/27/2018		P		1,333,333	A	$15	1,333,333	I	See Note 1⁽¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽²⁾	07/27/2018		C			4,527,868	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	4,527,868	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		4,527,868		⁽³⁾	⁽³⁾	Class A Common Stock	4,527,868	$0.00	4,527,868	I	See Note 1⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	07/27/2018		C			1,062,944	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	1,062,944	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		1,062,944		⁽³⁾	⁽³⁾	Class A Common Stock	1,062,944	$0.00	5,590,812	I	See Note 1⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	07/27/2018		C			620,155	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	620,155	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		620,155		⁽³⁾	⁽³⁾	Class A Common Stock	620,155	$0.00	6,210,967	I	See Note 1⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	07/27/2018		C			395,815	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	395,815	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		395,815		⁽³⁾	⁽³⁾	Class A Common Stock	395,815	$0.00	6,606,782	I	See Note 1⁽¹⁾
Series F Convertible Preferred Stock	⁽²⁾	07/27/2018		C			125,989	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	125,989	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		125,989		⁽³⁾	⁽³⁾	Class A Common Stock	125,989	$0.00	6,732,771	I	See Note 1⁽¹⁾
Series G Convertible Preferred Stock	⁽²⁾	07/27/2018		C			650,631	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	650,631	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		650,631		⁽³⁾	⁽³⁾	Class A Common Stock	650,631	$0.00	7,383,402	I	See Note 1⁽¹⁾
8% Convertible Preferred Notes	⁽⁴⁾	07/27/2018		C			346,239⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Series G Convertible Preferred Stock	346,239	$0.00	0	I	See Note 1⁽¹⁾
Class B Common Stock	⁽⁴⁾	07/27/2018		C		346,239⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	346,239	$0.00	7,729,641	I	See Note 1⁽¹⁾

Explanation of Responses:

1. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.

2. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into the Issuer's Class B Common Stock, on a 1 for 1 basis, immediately prior to the Closing of the Issuer's initial public offering on July 27, 2018 ("IPO") and had no expiration date.

3. 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 our Class B common stock will convert automatically into shares of our 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 July 27, 2018, (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 (5%) 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 our 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.

4. The principal amount and accrued interest of the 8% Convertible Preferred Notes ("8% Notes") automatically converted into the specified number of shares of Class B Common Stock as a result of the automatic conversion of the Issuer's outstanding preferred stock in connection with the Issuer's IPO.

5. The number of shares reflect both the principle and the interest accrued through July 27, 2018, the date of the automatic conversion.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	07/31/2018
	** Signature of Reporting Person	Date
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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