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^*

DOERR L JOHN

(Last)

(First)

(Middle)

1299 ORLEANS DRIVE

(Street)

SUNNYVALE

94089

(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	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	Vallejo Ventures Trust⁽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 A Convertible Preferred Stock	⁽²⁾	07/27/2018		C			8,423,073	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	8,423,073	$0.00	0	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		8,423,073		⁽³⁾	⁽³⁾	Class A Common Stock	8,423,073	$0.00	8,423,073	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	07/27/2018		C			3,120,525	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	3,120,525	$0.00	0	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		3,120,525		⁽³⁾	⁽³⁾	Class A Common Stock	3,120,525	$0.00	11,543,598	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽²⁾	07/27/2018		C			632,293	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	632,293	$0.00	0	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		632,293		⁽³⁾	⁽³⁾	Class A Common Stock	632,293	$0.00	12,175,891	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽²⁾	07/27/2018		C			177,071	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	177,071	$0.00	0	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		177,071		⁽³⁾	⁽³⁾	Class A Common Stock	177,071	$0.00	12,352,962	I	KPCB Holdings, Inc., as Nominee⁽⁴⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽²⁾	07/27/2018		C			262,164	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	262,164	$0.00	0	I	KPCB Holdings, Inc. as Nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		262,164		⁽³⁾	⁽³⁾	Class A Common Stock	262,164	$0.00	12,615,126	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Series F Convertible Preferred Stock	⁽²⁾	07/27/2018		C			119,911	⁽²⁾	⁽²⁾	Classs B Common Stock⁽³⁾	119,911	$0.00	0	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		119,911		⁽³⁾	⁽³⁾	Class A Common Stock	119,911	$0.00	12,735,037	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Series. G Convertible Preferred Stock	⁽²⁾	07/27/2018		C			247,967	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	247,967	$0.00	0	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		247,967		⁽³⁾	⁽³⁾	Class A Common Stock	247,967	$0.00	12,983,004	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
8% Convertible Preferred Note (Series G)	⁽⁶⁾	07/27/2018		C			329,536⁽⁷⁾	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽³⁾	329,536⁽⁷⁾	$0.00	0	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		329,536⁽⁷⁾		⁽³⁾	⁽³⁾	Class A Common Stock	329,536	$0.00	13,312,540	I	KPCB Holdings, Inc., as nominee⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾	07/27/2018		C			426,927	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	426,927	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		426,927		⁽³⁾	⁽³⁾	Class A Common Stock	426,927	$0.00	426,927	I	Vallejo Ventures Trust⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	07/27/2018		C			158,165	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	158,165	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		158,165		⁽³⁾	⁽³⁾	Class A Common Stock	158,165	$0.00	585,092	I	Vallejo Ventures Trust⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	07/27/2018		C			32,048	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	32,048	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		32,048		⁽³⁾	⁽³⁾	Class A Common Stock	32,048	$0.00	617,140	I	Vallejo Ventures Trust⁽¹⁾
Series D Convertible Preferred Stoc	⁽²⁾	07/27/2018		C			8,975	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	8,975	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		8,975		⁽³⁾	⁽³⁾	Class A Common Stock	8,975	$0.00	626,115	I	Vallejo Ventures Trust⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	07/27/2018		C			13,288	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	13,288	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		13,288		⁽³⁾	⁽³⁾	Class A Common Stock	13,288	$0.00	639,403	I	Vallejo Ventures Trust⁽¹⁾
Series F Convertible Preferred Stock	⁽²⁾	07/27/2018		C			6,078	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	6,078	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		6,078		⁽³⁾	⁽³⁾	Class A Common Stock	6,078	$0.00	645,481	I	Vallejo Ventures Trust⁽¹⁾
Series G Convertible Preferred Stock	⁽²⁾	07/27/2018		C			12,569	⁽²⁾	⁽²⁾	Class B Common Stock⁽³⁾	12,569	$0.00	0	I	Vallejo Ventures Trust⁽¹⁾
Class B Common Stock	⁽³⁾	07/27/2018		C		12,569		⁽³⁾	⁽³⁾	Class A Common Stock	12,569	$0.00	658,050	I	Vallejo Ventures Trust⁽¹⁾

Explanation of Responses:

1. L. John Doerr and Ann Doerr, Trustees of the Vallejo Ventures Trust.

2. The shares of Series A Convertible Preferred Stock, 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 on a 1-for-1 basis into shares of Class B Common Stock in connection with the closing of the Issuer's initial public offering on July 27, 2018 ("IPO").

3. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; 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 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 the 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. All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

5. KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB X Associates, LLC ("KPCB X Associates"), is the general partner of Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A") and Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"). Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B.

6. 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 Issuer's outstanding preferred stock in connection with the Issuer's IPO.

7. The number of shares reflect both the principal and the interest accrued on the 8% Notes through July 27, 2018, the date of the automatic conversion in connection with the Issuer's IPO.

Remarks:

One of two Forms 4 being filed to report transactions by the reporting person occurring on July 27, 2018.

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