Statement of Changes in Beneficial Ownership (4)
February 18 2021 - 6:56PM
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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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
*
Venkataraman Swaminathan |
2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp
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BE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CTO |
(Last)
(First)
(Middle)
4353 NORTH FIRST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2021 |
(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 | 2/15/2021 | | M | | 22050 | A | $0.00 | 167996 (1) | D | |
Class A Common Stock | 2/16/2021 | | M | | 3315 | A | $11.31 | 171311 | D | |
Class A Common Stock | 2/16/2021 | | M | | 3169 | A | $12.00 | 174480 | D | |
Class A Common Stock | 2/16/2021 | | S(2) | | 19361 | D | $38.5765 (3) | 155119 | 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 |
Performance Stock Units | (4) | 2/15/2021 | | M | | | 22050 | (5) | 2/10/2031 | Class A Common Stock | 22050 | $0.00 | 44100 | D | |
Stock Option (Right to Buy Class A Common Stock) | $11.31 | 2/16/2021 | | M | | | 3315 | (6) | 2/14/2029 | Class A Common Stock | 3315 | $0.00 | 26526 | D | |
Stock Option (Right to Buy Class A Common Stock) | $12.00 | 2/16/2021 | | M | | | 3169 | (7) | 7/15/2029 | Class A Common Stock | 3169 | $0.00 | 25352 | D | |
Explanation of Responses: |
(1) | Includes 2,500 shares that were acquired under the Bloom Energy Corporation Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
(2) | Sale of shares to cover tax withholding obligation incurred upon settlement of the Performance Stock Units (the "PSUs") that vested on February 15, 2021. |
(3) | The price reported represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $35.32 to $40.05 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) | Each of the PSUs represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement. |
(5) | On June 12, 2020, the Reporting Person was granted a PSU award for a target number of 45,000 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period. The Reporting Person fully met the performance criteria as determined by the Compensation Committee on February 11, 2021, which resulted in a payout of 1.47 times the target. The PSUs shall vest annually over three (3) years, with a third of the PSU vesting on February 15, 2021, another third on February 15, 2022 and the remaining third on February 15, 2023, subject to Reporting Person remaining a service provider on each applicable vesting date. |
(6) | 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. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Venkataraman Swaminathan 4353 NORTH FIRST STREET SAN JOSE, CA 95134 |
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| EVP & CTO |
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Signatures
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/s/ Shawn Soderberg, as attorney-in-fact | | 2/18/2021 |
**Signature of Reporting Person | Date |
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