0001209191-21-042834.txt : 20210623 0001209191-21-042834.hdr.sgml : 20210623 20210623185503 ACCESSION NUMBER: 0001209191-21-042834 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210623 FILED AS OF DATE: 20210623 DATE AS OF CHANGE: 20210623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASKY MITCHELL CENTRAL INDEX KEY: 0001091435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039834 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039836 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPURLOCK STEVEN M CENTRAL INDEX KEY: 0001190193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039839 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FENTON PETER H CENTRAL INDEX KEY: 0001219230 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039837 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hu An-Yen CENTRAL INDEX KEY: 0001825956 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039835 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Puttagunta Chetan CENTRAL INDEX KEY: 0001695859 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039833 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohler Matt CENTRAL INDEX KEY: 0001572685 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039838 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tavel Sarah E CENTRAL INDEX KEY: 0001774645 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40526 FILM NUMBER: 211039832 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Confluent, Inc. CENTRAL INDEX KEY: 0001699838 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471824387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 899 W. EVELYN AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 800-439-3207 MAIL ADDRESS: STREET 1: 899 W. EVELYN AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-23 0 0001699838 Confluent, Inc. CFLT 0001190193 SPURLOCK STEVEN M C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001825956 Hu An-Yen C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001695859 Puttagunta Chetan C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001774645 Tavel Sarah E C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Series A Preferred Stock Class B Common Stock 29923944 I See footnote Series B Preferred Stock Class B Common Stock 4149480 I See footnote Series C Preferred Stock Class B Common Stock 932888 I See footnote Series D Preferred Stock Class B Common Stock 9685 I See footnote Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII"), Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities. This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. /s/ An-Yen Hu, by power of attorney for Steven M. Spurlock 2021-06-23 /s/ An-Yen Hu, by power of attorney for Matthew R. Cohler 2021-06-23 /s/ An-Yen Hu, by power of attorney for Peter H. Fenton 2021-06-23 /s/ An-Yen Hu, by power of attorney for J. William Gurley 2021-06-23 /s/ An-Yen Hu 2021-06-23 /s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky 2021-06-23 /s/ An-Yen Hu, by power of attorney for Chetan Puttagunta 2021-06-23 /s/ An-Yen Hu, by power of attorney for Sarah E. Tavel 2021-06-23 EX-24.3_995186 2 poa.txt POA DOCUMENT BENCHMARK POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached hereto (each a "Granting Entity," and collectively the "Granting Entities") and each person listed on Schedule B attached hereto (each, a "Granting Equity Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and appoints AN-YEN E. HU its true and lawful attorney-in-fact (the "Attorney-in-Fact") to act for and on behalf of such person in its own capacity and in its capacity as a manager, member, general partner or similar control person ("Control Person") of any other Granting Entity to: a. execute contracts, agreements, instruments, certificates and documents that arise in the ordinary course of business on behalf of such person in its own capacity and in its capacity as a Control Person in accordance with and subject to the provisions of the relevant governing documents of such person and applicable law, including, but not limited to, stock powers, stock purchase agreements, voting agreements, co-sale agreements, investor rights agreements, management rights agreements, proxies, ballots, indemnification agreements, waivers, stockholder written consents or amendments or modifications to any of the foregoing, and documents related to opening and maintaining bank and brokerage accounts; b. execute, individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration statements) that such Granting Entity or Granting Equity Holder may be required to file with any foreign or domestic regulatory authority, including, but not limited to, the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the "Reports") with respect to such person's (i) status as an officer, member or director of, or (ii) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such person; c. do and perform any and all acts for and on behalf of such Granting Entity or Granting Equity Holder that may be necessary or desirable to complete and execute any such Reports and timely file such forms, reports, notices and schedules with the United States Securities and Exchange Commission and any stock exchange or other domestic or foreign authority; and d. 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, such Granting Entity or Granting Equity Holder, it being understood that the documents executed by such attorney-in-fact on behalf of such person, 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. Each Granting Entity and Granting Equity Holder hereby grants to such attorney-in-fact full power and authority to do and perform all 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 such person might or could do if personally present, with full power of 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. Each Granting Entity and Granting Equity Holder acknowledges that no such attorney in-fact, in serving in such capacity at the request of such person, is hereby assuming, nor is any other Granting Entity or Granting Equity Holder hereby assuming, any of such person's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise. One or more additional Granting Entities or Granting Equity Holders may become a party to this Power of Attorney after the date hereof without the consent of any of the other parties hereto by executing a counterpart to this Power of Attorney. Schedule A and Schedule B shall be amended from time to time by the attorney-in-fact to reflect the addition or removal of any Granting Entity or Granting Equity Holder. This Power of Attorney shall remain in full force and effect with respect to a Granting Entity or a Granting Equity Holder until the delivery by such Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of July 13, 2020. GRANTING ENTITIES BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C. By: /s/ Steven M. Spurlock Name: Steven M. Spurlock Title: Managing Member BENCHMARK CAPITAL PARTNERS VIII, L.P. By: Benchmark Capital Management Co. VIII, L.L.C., its general partner By: /s/ Steven M. Spurlock Name: Steven M. Spurlock Title: Managing Member BENCHMARK FOUNDERS' FUND VIII, L.P. By: Benchmark Capital Management Co. VIII, L.L.C., its general partner By: /s/ Steven M. Spurlock Name: Steven M. Spurlock Title: Managing Member BENCHMARK FOUNDERS' FUND VIII-B, L.P. By: Benchmark Capital Management Co. VIII, L.L.C., its general partner By: /s/ Steven M. Spurlock Name: Steven M. Spurlock Title: Managing Member GRANTING EQUITY HOLDERS By: /s/ Matthew R. Cohler Matthew R. Cohler By: /s/ Peter H. Fenton Peter H. Fenton By: /s/ J. William Gurley J. William Gurley By: /s/ Mitchell H. Lasky Mitchell H. Lasky By: /s/ Chetan Puttagunta Chetan Puttagunta By: /s/ Steven M. Spurlock Steven M. Spurlock By: /s/ Sarah E. Tavel Sarah E. Tavel By: /s/ Eric H. Vishria Eric H. Vishria SCHEDULE A GRANTING ENTITIES BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C. BENCHMARK CAPITAL PARTNERS VIII, L.P. BENCHMARK FOUNDERS' FUND VIII, L.P. BENCHMARK FOUNDERS' FUND VIII-B, L.P. SCHEDULE B GRANTING EQUITY HOLDERS Matthew R. Cohler Peter H. Fenton J. William Gurley Mitchell H. Lasky Chetan Puttagunta Steven M. Spurlock Sarah E. Tavel Eric H. Vishria