Statement of Changes in Beneficial Ownership (4)
November 20 2020 - 6:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Sridhar KR |
2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp
[
BE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
4353 NORTH FIRST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2020 |
(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/18/2020 | | C | | 326288 | A | $0.00 | 768383 | D | |
Class A Common Stock | 11/18/2020 | | C | | 111493 | A | $0.00 | 879876 | D | |
Class A Common Stock | 11/18/2020 | | S(1) | | 452299 | D | $19.2295 (2) | 427577 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class B Common Stock | (3) | 9/11/2020 | | G | | | 133333 | (3) | (3) | Class A Common Stock | 133333 | $0.00 | 1308516 | D | |
Class B Common Stock | (3) | 9/11/2020 | | G | | | 133333 | (3) | (3) | Class A Common Stock | 133333 | $0.00 | 1175183 | D | |
Class B Common Stock | (3) | 9/11/2020 | | G | | | 133334 | (3) | (3) | Class A Common Stock | 133334 | $0.00 | 1041849 | D | |
Class B Common Stock | (3) | 9/11/2020 | | G | | 133333 | | (3) | (3) | Class A Common Stock | 133333 | $0.00 | 133333 | I | By trust (4) |
Class B Common Stock | (3) | 9/11/2020 | | G | | 133333 | | (3) | (3) | Class A Common Stock | 133333 | $0.00 | 133333 | I | By trust (5) |
Class B Common Stock | (3) | 9/11/2020 | | G | | 133334 | | (3) | (3) | Class A Common Stock | 133334 | $0.00 | 133334 | I | By trust (6) |
Restricted Stock Units | (7) | 11/17/2020 | | M | | | 620988 | (8) | (7) | Class B Common Stock | 620988 | $0.00 | 0 | D | |
Class B Common Stock | (3) | 11/17/2020 | | M | | 620988 | | (3) | (3) | Class A Common Stock | 620988 | $0.00 | 1688223 (9) | D | |
Restricted Stock Units | (7) | 11/17/2020 | | M | | | 212191 | (10) | (7) | Class B Common Stock | 212191 | $0.00 | 0 | D | |
Class B Common Stock | (3) | 11/17/2020 | | M | | 212191 | | (3) | (3) | Class A Common Stock | 212191 | $0.00 | 1900414 | D | |
Class B Common Stock | (3) | 11/18/2020 | | C | | | 326288 | (3) | (3) | Class A Common Stock | 326288 | $0.00 | 1574126 | D | |
Class B Common Stock | (3) | 11/18/2020 | | C | | | 111493 | (3) | (3) | Class A Common Stock | 111493 | $0.00 | 1462633 | D | |
Explanation of Responses: |
(1) | Sales of shares to satisfy tax withholding obligations incurred in connection with the settlement of vested restricted stock units. Such sales were effected 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 $18.75 to $20.02 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 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 of the Issuer or Chairman of the Issuer's Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar. |
(4) | Held by the KR Sridhar & Sudha Sarma 2020 Two Year GRAT, of which the Reporting Person is a trustee. |
(5) | Held by the KR Sridhar & Sudha Sarma 2020 Three Year GRAT, of which the Reporting Person is a trustee. |
(6) | Held by the KR Sridhar & Sudha Sarma 2020 Four Year GRAT, of which the Reporting Person is a trustee. |
(7) | Each RSU represents a contingent right to receive one (1) share of the Issuer's Class B Common Stock upon settlement. |
(8) | These RSU's will vest on the first allowable trading day following the one-year anniversary of July 24, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service through each vesting date. |
(9) | Includes a total of 25,386 shares transferred from the Reporting Person's Grantor Retained Annuity Trusts. |
(10) | The RSU will vest 50% at the end of lock-up period and during an open trading window and the remaining 50% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service with the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sridhar KR 4353 NORTH FIRST STREET SAN JOSE, CA 95134 | X |
| President & CEO |
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Signatures
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/s/ Shawn Soderberg, as attorney-in-fact | | 11/20/2020 |
**Signature of Reporting Person | Date |
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