SEC FORM 4

SEC Form 4

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

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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^*

DOERR L JOHN

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/22/2019		C⁽¹⁾		1,029,791	A	$0.00	7,029,791	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class A Common Stock	11/22/2019		J⁽⁴⁾		7,029,791	D	$0.00	0	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class A Common Stock	11/22/2019		J⁽⁵⁾		4,884,244	A	$0.00	4,884,244	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class A Common Stock	11/22/2019		J⁽⁶⁾		4,884,244	D	$0.00	0	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class A Common Stock	12/19/2019		J⁽⁷⁾		12,804	D	$0.00	0	I	By trust⁽⁸⁾
Class A Common Stock								32,547	D
Class A Common Stock								2,110,839	I	By trust⁽⁹⁾
Class A Common Stock								32,052	I	By partnership⁽¹⁰⁾
Class A Common Stock								275,918	I	By trust⁽¹¹⁾
Class A Common Stock								19,255	I	By trust⁽¹²⁾
Class A Common Stock								19,255	I	By trust⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁴⁾	11/22/2019		C⁽¹⁾			1,029,791	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,029,791	$0.00	7,573,804	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁴⁾	11/26/2019		J⁽¹⁵⁾			580,160	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	580,160	$0.00	6,993,644	I	KPCB Holdings, Inc. as Nominee
6% Convertible Notes	$8	04/20/2020		P		$10,000,000		⁽¹⁶⁾	12/01/2021	Class B Common Stock⁽¹⁴⁾	1,250,000	$10,000,000	$10,000,000	I	Foris Ventures, LLC⁽¹⁷⁾
6% Convertible Notes	$8	08/13/2020		C⁽¹⁾			$10,000,000	⁽¹⁶⁾	12/01/2021	Class B Common Stock⁽¹⁴⁾	1,250,000⁽¹⁸⁾	$0.00	0	I	Foris Ventures, LLC⁽¹⁷⁾
Class B Common Stock	$8	08/13/2020		C⁽¹⁾		1,250,000		⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,250,000	$0.00	1,250,000	I	Foris Ventures, LLC⁽¹⁷⁾
6% Convertible Notes	$8⁽¹⁹⁾	08/13/2020		C⁽¹⁾			$6,933,525	⁽¹⁶⁾	12/01/2021⁽¹⁹⁾	Class B Common Stock⁽¹⁴⁾	866,690⁽¹⁸⁾	$0.00	0	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾
Class B Common Stock	$8	08/13/2020		C⁽¹⁾		866,690		⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	866,690	$0.00	7,860,334	I	KPCB Holdings, Inc. as Nominee⁽²⁾⁽³⁾

Explanation of Responses:

1. Conversion of a derivative security in accordance with its terms.

2. 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.

3. 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.

4. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB IX-A and KPCB IX-B without consideration to their partners (the "Fund Distribution") and a change in the form of beneficial ownership for individuals and entities associated with Kleiner Perkins Caufield & Byers.

5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the Fund Distribution.

6. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB IX Associates without consideration to its members.

7. Represents an in-kind distribution of Class A Common Stock of the Issuer by the Reporting Person as the trustor of LJD Trust IX.

8. Held by the LJD Trust IX, of which the Reporting Person is the trustor.

9. Held by Vallejo Ventures Trust, L. John and Ann Doerr, Trustees.

10. Held by LJD Ventures II Partnership, of which the Reporting Person is a general partner.

11. Held by The 1999 Portico Trust, of which the Reporting Person is a trustee.

12. Held by The Hampton 1999 Trust dated May 25, 1999, of which the Reporting Person is a trustee.

13. Held by The Austin 1999 Trust dated May 25, 1999, of which the Reporting Person is a trustee.

14. 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.

15. Represents a pro-rata in-kind distribution of Class B Common Stock of the Issuer by KPCB IX Associates without consideration to its members.

16. The outstanding principal and accrued interest on the 6% Convertible Notes due 2020 (the "6% Convertible Notes") will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B Common Stock.

17. The Reporting Person indirectly holds all of the membership interests in Foris Ventures, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

18. The number of Class B Common Stock shares reflects the principal as of August 13, 2020.

19. Pursuant to the Amended and Restated Indenture dated April 20, 2020 governing the 6% Convertible Notes, the maturity date of the 6% Convertible Notes was extended from Demember 1, 2020 to December 1, 2021 and the conversion price was amended from $11.25 to $8.00. In addition, the interest rate was increased from 6.0% to 10.0% per annum, payable in cash.

Remarks:

	/s/ Shawn Soderberg, attorney-in-fact	08/19/2020
	** 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).
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