| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 07/27/2018 | P | 1,000 | A | $15 | 1,000 | 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 | ||||||||
| Restricted Stock Units (RSU)(Class B Common Stock) | (1) | 07/27/2018 | A | 1,003 | (2) | (1) | Class B Common Stock(3) | 1,003 | $0.00 | 1,003 | D | ||||
| Restricted Stock Units (RSU) (Class B Common Stock) | (1) | 07/27/2018 | A | 13,332 | (4) | (1) | Class B Common Stock(3) | 13,332 | $0.00 | 13,332 | D | ||||
| Restricted Stock Unit (RSU) (Class B Common Stock) | (1) | 07/27/2018 | A | 29,331 | (5) | (1) | Class B Common Stock(3) | 29,331 | $0.00 | 29,331 | D | ||||
| Explanation of Responses: |
| 1. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement. |
| 2. The RSU will vest 100% at the end of lock-up period and during an open trading window, subject to the reporting person's continuous service with the Issuer through the vesting date. |
| 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 or Chairman of the Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar. |
| 4. The RSU will vest 50% at the end of lock-up period and during an open trading window; 25% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018; and the remaining 25% will vest on the first allowable trading date following the second-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. |
| 5. The RSU will vest 34% at the end of lock-up period and during an open trading window; 33% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018; and the remaining 33% will vest on the first allowable trading date following the second-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. |
| Remarks: |
| /s/Shawn Soderberg, attorney-in-fact | 07/31/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||