SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Griffiths Glen

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	122,297	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy Class B Common Stock)	⁽¹⁾	02/11/2025	Class B Common Stock⁽²⁾	110,000	$30.81	D
Stock Option (Right to Buy Class B Common Stock)	⁽¹⁾	10/02/2026	Class B Common Stock⁽²⁾	20,000	$30.96	D
Stock Option (Right to Buy Class B Common Stock)	⁽¹⁾	07/20/2027	Class B Common Stock⁽²⁾	13,333	$30.96	D
Stock Option (Right to Buy Class B Common Stock)	⁽¹⁾	07/23/2028	Class B Common Stock⁽²⁾	23,334	$15	D
Stock Option (Right to Buy Class B Common Stock)	⁽³⁾	07/23/2028	Class B Common Stock⁽²⁾	100,000	$15	D
Stock Option (Right to Buy Class A Common Stock)	⁽⁴⁾	02/14/2029	Class A Common Stock	30,946	$11.31	D
Stock Option (Right to Buy Class A Common Stock)	⁽⁵⁾	07/15/2029	Class A Common Stock	29,577	$12	D
Stock Option (Right to Buy Class A Common Stock)	⁽⁶⁾	11/10/2029	Class A Common Stock	34,667	$5.5	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	15,474	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	70,000	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	36,379	⁽⁸⁾	D
Performance Stock Units	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	29,400	⁽¹²⁾	D

Explanation of Responses:

1. The option is fully vested.

2. The Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis (a) at the option of the holder; or (b) upon any transfer except certain permitted transfers. All the outstanding shares of 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 5th 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 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 the Secretary or Chairman of the Board of the Issuer to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar.

3. The option will vest in three equal annual installments commencing on the second year anniversary of July 24, 2018, followed by the third and fourth anniversaries, so that the entire grant is full vested on the 4th year anniversary of July 24, 2018, subject to the Reporting Person's continued service with the Issuer through each vesting date.

4. Stock options vest as to 25% of the underlying shares on the one-year anniversary of February 15, 2019 and the remaining shares shall vest in equal quarterly increments from such one-year anniversary over the next three years, subject to the Reporting Person's continued service with the Issuer through each vesting date.

5. Stock options vest 25% on the one-year anniversary of February 15, 2019, with the remaining options vesting in equal quarterly installments over a period of three years, subject to the Reporting Person's continued service with the Issuer through each vesting date.

6. 50% of the stock options vest on November 11, 2021 and the remaining 50% vest on November 11, 2022, subject to the Reporting Person's continued service with the Issuer through each vesting date.

7. The restricted stock units ("RSUs") vest as to 25% of the shares on the one-year anniversary of February 15, 2019 and the remaining shares shall vest in equal quarterly increments from such one-year anniversary over the next three years, subject to the Reporting Person's continued service with the Issuer through each vesting date.

8. Each RSU represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement.

9. One-third of the RSUs will vest on June 15, 2021, and the remaining will vest in equal quarterly installments thereafter for two years. subject to the Reporting Person's continued service with the Issuer through each vesting date.

10. RSUs shall vest over three years, with a third of the RSUs vesting on the one-year anniversary of the vesting commencement date, which is February 15, 2021, and the remaining shares vesting quarterly in 1/12th installments over the next two years, subject to the Reporting Person's continued service with the Issuer through each vesting date. Vested shares will be delivered to the Reporting Person beginning on or about January 1, 2026 pursuant to the terms of the Bloom Energy Corporation 2021 Deferred Compensation Plan.

11. On June 12, 2020, the Reporting Person was granted a performance stock unit ("PSU") award for a target number of 30,000 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period. The Reporting Person fully met the performance criteria as determined by the Compensation Committee on February 11, 2021, which resulted in a payout of 1.47 times the target. The PSUs shall vest annually over three (3) years, with a third of the PSU vesting on February 15, 2021, another third on February 15, 2022 and the remaining third on February 15, 2023, subject to the Reporting Person's continued service with the Issuer through each vesting date.

12. Each PSU represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Shawn M. Soderberg, as attorney-in-fact	05/20/2021
	** 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 5 (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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