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^*

Venkataraman Swaminathan

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

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)
01/25/2021

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)
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	01/26/2021		C		8,888	A	$0.00	152,334	D
Class A Common Stock	01/26/2021		C		14,538	A	$0.00	166,872	D
Class A Common Stock	01/26/2021		S⁽¹⁾		11,499	D	$38.9197⁽²⁾	155,373	D
Class A Common Stock	01/27/2021		S⁽³⁾		11,927	D	$39.4673⁽⁴⁾	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)
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)
Restricted Stock Units	⁽⁵⁾	01/25/2021		M			8,888	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	8,888	$0.00	0	D
Class B Common Stock	⁽⁷⁾	01/25/2021		M		8,888		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8,888	$0.00	8,888	D
Restricted Stock Units	⁽⁵⁾	01/25/2021		M			14,538	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	14,538	$0.00	0	D
Class B Common Stock	⁽⁷⁾	01/25/2021		M		14,538		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	14,538	$0.00	23,426	D
Class B Common Stock	⁽⁷⁾	01/26/2021		C			8,888	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8,888	$0.00	14,538	D
Class B Common Stock	⁽⁷⁾	01/26/2021		C			14,538	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	14,538	$0.00	0	D

Explanation of Responses:

1. Sale of shares to cover taxes incurred upon vesting of restricted stock units (the "RSUs"), in accordance with 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 $38.08 to $39.8097 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. Sale of shares were effected pursuant to a Rule 10b5-1 trading plan by the Reporting Person.

4. The price reported represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $37.33 to $41.45 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.

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

6. The RSUs vested 34% on January 25, 2019 and the remaining RSUs vested in two equal installments on each of January 25, 2020 and January 25, 2021.

7. The Class B Common Stock is convertible into Class A Common Stock of the the Issuer 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 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 of the Issuer 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.

8. The RSUs vested 34% on January 25, 2019 and the remaining RSUs vested in two equal installments on each of January 25, 2020 and January 25, 2021.

Remarks:

	/s/ Shawn Soderberg, as attorney-in-fact	01/27/2021
	** 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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