0001209191-18-043843.txt : 20180724
0001209191-18-043843.hdr.sgml : 20180724
20180724213451
ACCESSION NUMBER: 0001209191-18-043843
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180724
FILED AS OF DATE: 20180724
DATE AS OF CHANGE: 20180724
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOERR L JOHN
CENTRAL INDEX KEY: 0001032455
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967495
MAIL ADDRESS:
STREET 1: C/O KLEINER PERKINS CAUFIELD & BYERS
STREET 2: 2750 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bloom Energy Corp
CENTRAL INDEX KEY: 0001664703
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620]
IRS NUMBER: 770565408
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 1299 ORLEANS DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 408-543-1500
MAIL ADDRESS:
STREET 1: 1299 ORLEANS DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-07-24
0
0001664703
Bloom Energy Corp
BE
0001032455
DOERR L JOHN
1299 ORLEANS DRIVE
SUNNYVALE
CA
94089
1
0
0
0
Series A Convertible Preferred Stock
0.00
Class B Common Stock
8850000
I
KPCB Holdings, Inc., as Nominee
Series B Convertible Preferred Stock
0.00
Class B Common Stock
3278690
I
KPCB Holdings, Inc., as Nominee
Series C Convertible Preferred Stock
0.00
Class B Common Stock
664341
I
KPCB Holdings, Inc., as Nominee
Series D Convertible Preferred Stock
0.00
Class B Common Stock
186046
I
KPCB Holdings, Inc., as Nominee
Series E Convertible Preferred Stock
0.00
Class B Common Stock
275452
I
KPCB Holdings, Inc., as Nominee
Series F Convertible Preferred Stock
0.00
Class B Common Stock
125989
I
KPCB Holdings, Inc., as Nominee
Series G Convertible Preferred Stock
0.00
Class B Common Stock
260536
I
KPCB Holdings, Inc., as Nominee
8% Convertible Preferred Notes
0.00
Series G Convertible Preferred Stock
346013
I
KPCB Holdings, Inc., as Nominee
6% Convertible Notes
0.00
2020-12-01
Class B Common Stock
358530
I
KPCB Holdings, Inc. as Nominee
The shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, and Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's initial public offering ("IPO").
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 our Class B common stock will convert automatically into shares of our 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 the closing of Issuer's IPO, (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 our 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.
All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB X Associates, LLC("KPCB X Associates"), is the general partner of Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A") and Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"). Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B.
Upon the completion of the Issuer's IPO, the outstanding 8% Notes will mandatorily convert into Series G convertible preferred stock. The shares of Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's IPO.
The number of shares reflect both the principle and the interest accrued through July 24, 2018.
Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock.
Exhibit List - Exhibit 24.1 - Power of Attorney
/s/Shawn Soderberg, attorney-in-fact
2018-07-24
EX-24.3_802562
2
poa.txt
POA DOCUMENT
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Shawn Soderberg, Randy Furr, Deon Boles and Mark Mesler, and each of them, his
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as a representative of Bloom Energy Corporation ("Company"), any and all Form 3,
4 or 5 reports required to be filed by the undersigned in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and the rules thereunder with respect to transactions in securities of
the Company;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
report and timely file such report with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney in-fact, in serving in such
capacity at the request of the undersigned, is hereby assuming, nor is the
Company hereby assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 or 5 reports with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 16th day of July, 2018.
/s/John Doerr