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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sridhar KR
2. Issuer Name and Ticker or Trading Symbol

Bloom Energy Corp [ BE ]
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)

4/5/2021
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/6/2021  C(1)  37884 A$0.00 519767 D  
Class A Common Stock 4/6/2021  S(2)  45256 D$25.7358 (3)474511 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (Class B Common Stock)  (4)4/5/2021  M     71000   (5) (6)Class B Common Stock 71000 $0.00 71000 D  
Class B Common Stock  (6)4/5/2021  M   71000     (6) (6)Class A Common Stock 71000 $0.00 0 D  
Class B Common Stock  (6)4/6/2021  C (1)    37884   (6) (6)Class A Common Stock 37884 $0.00 1495749 D  

Explanation of Responses:
(1) Conversion of derivative security in accordance with its terms.
(2) Sale of shares to cover tax withholding obligation incurred upon settlement of Restricted Stock Units (the "RSUs") that settled on April 5, 2021.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $25.50 to $25.96, inclusive. The reporting person undertakes to provide Bloom Energy Corporation, any security holder of Bloom Energy Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(4) Each of the RSUs represents a contingent right to receive one (1) share of the Issuers Class B Common Stock upon settlement.
(5) The RSUs vest 34% on January 25, 2019; 33% on the January 25, 2020; and 33% on January 25, 2021. Settlement of the vested RSUs reported on this Form 4 was deferred to April 5, 2021 at the election of the reporting person.
(6) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sridhar KR
4353 NORTH FIRST STREET
SAN JOSE, CA 95134
X
President & CEO

Signatures
/s/ Shawn Soderberg, as Attorney-in-Fact4/7/2021
**Signature of Reporting PersonDate

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