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*
Venkataraman Swaminathan
(Last) (First) (Middle)
4353 NORTH FIRST STREET
(Street)
SAN JOSE CA 95134
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CTO
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/04/2021 M 23,209 A $11.31 166,655 D
Class A Common Stock 01/04/2021 M 22,182 A $12 188,837 D
Class A Common Stock 01/04/2021 M 20,666 A $5.5 209,503 D
Class A Common Stock 01/04/2021 C 40,000 A $0.00 249,503 D
Class A Common Stock 01/04/2021 S(1) 106,057 D $28.4991(2) 143,446 D
Class A Common Stock 01/06/2021 C 39,345 A $0.00 182,791 D
Class A Common Stock 01/06/2021 S(1) 39,345 D $30.3056(3) 143,446 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy Class B Common Stock) $24 01/04/2021 M 40,000 (4) 11/30/2021 Class B Common Stock 40,000 $0.00 0 D
Stock Option (Right to Buy Class A Common Stock) $11.31 01/04/2021 M 23,209 (5) 02/14/2029 Class A Common Stock 23,209 $0.00 29,841 D
Stock Option (Right to Buy Class A Common Stock) $12 01/04/2021 M 22,182 (6) 07/15/2029 Class A Common Stock 22,182 $0.00 28,521 D
Stock Option (Right to Buy Class A Common Stock) $5.5 01/04/2021 M 20,666 (7) 11/10/2029 Class A Common Stock 20,666 $0.00 41,334 D
Stock Option (Right to Buy Class B Common Stock) $15 01/06/2021 M 39,345 (8) 07/23/2028 Class B Common Stock 39,345 $0.00 93,989 D
Class B Common Stock (9) 01/04/2021 C 40,000 (9) (9) Class A Common Stock 40,000 $0.00 0 D
Class B Common Stock (9) 01/06/2021 C 39,345 (9) (9) Class A Common Stock 39,345 $0.00 0 D
Explanation of Responses:
1. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. The price reported represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $27.18 to $29.37 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
3. The price reported represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.71 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
4. The option is fully vested.
5. The option vested as to 25% of the shares on the 1-year anniversary of the grant date, and the remaining shares will vest in equal quarterly installments from such 1-year anniversary over the next three years, subject to the Reporting Person's continuous service to the Issuer through each vesting date.
6. The option vested as to 25% of the shares on the 1-year anniversary of February 15, 2019, and the remaining shares will vest in equal quarterly installments from such 1-year anniversary over the next three years, subject to the Reporting Person's continuous service to the Issuer through each vesting date.
7. If the stock price of the Issuer reaches $8 (calculated based on a 30-day average) on or before 11/22/2020, 1/3 of the options vest on 11/11/2020. If the stock price reaches $8 after 11/11/2020 but before 11/11/2024, 1/3 of the options vest on the date the share price reaches $8. If the stock price reaches $11 on or before 11/11/2021, 1/3 of the options vest on 11/11/2021. If the stock price reaches $11 after 11/11/2021 but before 11/11/2024, 1/3 of the options vest on the date the share price reaches $11. If the stock price reaches $14 on or before 11/11/2022, 1/3 of the options vest on 11/11/2022. If the stock price reaches $14 by 11/11/2022 but before 11/11/2024, 1/3 of the options vest on the date the price reaches $14. If the stock price does not reach $14 by 11/11/2024, 1/3 of the options shall be canceled. Any stock options that have not vested by 11/11/2024 shall be canceled.
8. The option vested 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 through each vesting date.
9. 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.
Remarks:
/s/ Shawn Soderberg, as attorney-in-fact 01/06/2021
** 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 4 (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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