X0306 4/A 2021-11-12 2021-11-16 0 0001664703 Bloom Energy Corp BE 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Class A Common Stock 2021-11-12 4 C 0 11853570 0.00 A 13186903 I See Note 3 Class A Common Stock 2021-11-12 4 J 0 13186903 0.00 D 0 I See Note 3 Class A Common Stock 2021-11-12 4 J 0 3137081 0.00 A 3137081 I See Note 6 Class A Common Stock 2021-11-12 4 J 0 3137081 0.00 D 0 I See Note 6 Class A Common Stock 53686 D Class B Common Stock 2021-11-12 4 C 0 11853570 0.00 D Class A Common Stock 11853570 109450 I See Note 3 Class B Common Stock 2021-11-12 4 J 0 109450 0.00 D Class A Common Stock 109450 0 I See Note 3 Class B Common Stock 2021-11-12 4 J 0 109450 0.00 A Class A Common Stock 109450 109450 I See Note 6 Class B Common Stock 2021-11-12 4 J 0 109450 0.00 D Class A Common Stock 109450 0 I See Note 6 Class B Common Stock 2021-11-12 4 J 0 109450 0.00 A Class A Common Stock 109450 109450 I See Note 10 New Enterprise Associates 10, Limited Partnership ("NEA 10") converted 11,853,570 shares of Class B Common Stock at its option, resulting in its acquisition of 11,853,570 shares of Class A Common Stock. This amendment to Form 4 is being filed to correct the number of shares of Class B Common Stock previously reported as being converted to Class A Common Stock and subsequently distributed by NEA 10 and NEA Partners 10, Limited Partnership ("NEA Partners 10") and to reflect the subsequent distributions of the unconverted shares of Class B Common Stock by NEA 10 and NEA Partners 10. The Reporting Person is the general partner of NEA Partners 10. NEA Partners 10 is the sole general partner of 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 securities held by NEA 10 in which the Reporting Person has no pecuniary interest. NEA 10 made a pro rata distribution for no consideration of an aggregate of 13,186,903 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer to its general partner and limited partners on November 12, 2021. NEA Partners 10 received 3,137,081 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer in the distribution by NEA 10 on November 12, 2021. The Reporting Person is the general partner of NEA Partners 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 securities held by NEA Partners 10 in which the Reporting Person has no pecuniary interest. NEA Partners 10 made a pro rata distribution for no consideration of an aggregate of 3,137,081 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer to its limited partners on November 12, 2021. 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. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 109,450 shares of Class B Common Stock of the Issuer in the distribution by NEA Partners 10 on November 12, 2021. The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest. /s/ Sasha Keough, attorney-in-fact 2022-01-13