0001209191-18-044619.txt : 20180731
0001209191-18-044619.hdr.sgml : 20180731
20180731200831
ACCESSION NUMBER: 0001209191-18-044619
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180727
FILED AS OF DATE: 20180731
DATE AS OF CHANGE: 20180731
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KPCB X ASSOCIATES LLC
CENTRAL INDEX KEY: 0001242712
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982586
MAIL ADDRESS:
STREET 1: 2750 DANS HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KPCB IX ASSOCIATES LLC
CENTRAL INDEX KEY: 0001111392
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982587
BUSINESS ADDRESS:
STREET 1: 2750 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 6502332750
MAIL ADDRESS:
STREET 1: 2750 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEINER PERKINS CAUFIELD & BYERS IX A LP
CENTRAL INDEX KEY: 0001093460
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982588
BUSINESS ADDRESS:
STREET 1: 2750 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 6502332750
MAIL ADDRESS:
STREET 1: 2750 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEINER PERKINS CAUFIELD & BYERS IX B LP
CENTRAL INDEX KEY: 0001093461
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982589
BUSINESS ADDRESS:
STREET 1: 2750 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 6502332750
MAIL ADDRESS:
STREET 1: 2750 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEINER PERKINS CAUFIELD & BYERS X A LP
CENTRAL INDEX KEY: 0001118829
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982590
BUSINESS ADDRESS:
STREET 1: 2750 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEINER PERKINS CAUFIELD & BYERS X B LP
CENTRAL INDEX KEY: 0001128699
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18982591
BUSINESS ADDRESS:
STREET 1: 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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-07-27
0
0001664703
Bloom Energy Corp
BE
0001242712
KPCB X ASSOCIATES LLC
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001111392
KPCB IX ASSOCIATES LLC
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001093460
KLEINER PERKINS CAUFIELD & BYERS IX A LP
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001093461
KLEINER PERKINS CAUFIELD & BYERS IX B LP
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001118829
KLEINER PERKINS CAUFIELD & BYERS X A LP
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001128699
KLEINER PERKINS CAUFIELD & BYERS X B LP
2750 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
Series A Convertible Preferred Stock
2018-07-27
4
C
0
8850000
0.00
D
Class B Common Stock
8850000
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
8850000
0.00
A
Class A Common Stock
8850000
8850000
I
See Footnote
Series B Convertible Preferred Stock
2018-07-27
4
C
0
3278690
0.00
D
Class B Common Stock
3278690
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
3278690
0.00
A
Class A Common Stock
3278690
12128690
I
See Footnote
Series C Convertible Preferred Stock
2018-07-27
4
C
0
664341
0.00
D
Class B Common Stock
664341
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
664341
0.00
A
Class A Common Stock
664341
12793031
I
See Footnote
Series D Convertible Preferred Stock
2018-07-27
4
C
0
186046
0.00
D
Class B Common Stock
186046
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
186046
0.00
A
Class A Common Stock
186046
12979077
I
See Footnote
Series E Convertible Preferred Stock
2018-07-27
4
C
0
275452
0.00
D
Class B Common Stock
275452
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
275452
0.00
A
Class A Common Stock
275452
13254529
I
See Footnote
Series F Convertible Preferred Stock
2018-07-27
4
C
0
125989
0.00
D
Classs B Common Stock
125989
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
125989
0.00
A
Class A Common Stock
125989
13380518
I
See Footnote
Series G Convertible Preferred Stock
2018-07-27
4
C
0
260536
0.00
D
Class B Common Stock
260536
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
260536
0.00
A
Class A Common Stock
260536
13641054
I
See Footnote
8% Convertible Preferred Note (Series G)
2018-07-27
4
C
0
346239
0.00
D
Class B Common Stock
346239
0
I
See Footnote
Class B Common Stock
2018-07-27
4
C
0
346239
0.00
A
Class A Common Stock
346239
13987293
I
See Footnote
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 automatically converted 1-for-1 into shares of Class B Common Stock in connection with the closing of Issuer's initial public offering on July 27, 2018 ("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 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.
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.
Consists of (a) 3,439,995 shares of Series A Convertible Preferred Stock held by KPCB IX-A; (b) 106,200 shares of Series A Convertible Preferred Stock held by KPCB IX-B; (c) 3,028,027 shares of Series A Convertible Preferred Stock held by KPCB X-A; (d) 85,403 shares of Series A Convertible Preferred Stock held by KPCB X-B; and (e) 2,190,375 shares of Series A Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares Series A Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 3,439,995 shares of Class B Common Stock held by KPCB IX-A; (b) 106,200 shares of Class B Common Stock held KPCB IX-B; (c) 3,028,027 shares of Class B Common Stock held by KPCB X-A; (d) 85,403 shares of Class B Common Stock held by KPCB X-B; and (e) 2,190,375 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 426,927 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 1,274,427 shares of Series B Convertible Preferred Stock held by KPCB IX-A; (b) 39,344 shares of Series B Convertible Preferred Stock held by KPCB IX-B; (c) 1,121,804 shares of Series B Convertible Preferred Stock held by KPCB X-A; (d) 31,639 shares of Series B Convertible Preferred Stock held by KPCB X-B; and (e) 811,476 shares of Series B Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Series B Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 1,274,427 shares of Class B Common Stock held by KPCB IX-A; (b) 39,344 shares of Class B Common Stock held by KPCB IX-B; (c) 1,121,804 shares of Class B Common Stock held by KPCB X-A; (d) 31,639 shares of Class B Common Stock held by KPCB X-B; and (e) 811,476 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 158,165 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 258,229 shares of Series C Convertible Preferred Stock held by KPCB IX-A; (b) 7,972 shares of Series C Convertible Preferred Stock held by KPCB IX-B; (c) 227,305 shares of Series C Convertible Preferred Stock held by KPCB X-A; (d) 6,411 shares of Series C Convertible Preferred Stock held by KPCB X-B; and (e) 164,424 shares of Series C Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Series C Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 258,229 shares of Class B Common Stock held by KPCB IX-A; (b) 7,972 shares of Class B Common Stock held by KPCB IX-B; (c) 227,305 shares of Class B Common Stock held by KPCB X-A; (d) 6,411 shares of Class B Common Stock held by KPCB X-B; and (e) 164,424 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 32,048 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 72,317 shares of Series D Convertible Preferred Stock held by KPCB IX-A; (b) 2,233 shares of Series D Convertible Preferred Stock held by KPCB IX-B; (c) 63,655 shares of Series D Convertible Preferred Stock held by KPCB X-A; (d) 1,795 shares of Series D Convertible Preferred Stock held by KPCB X-B; and (e) 46,046 shares of Series D Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Series D Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 72,317 shares of Class B Common Stock held by KPCB IX-A; (b) 2,233 shares of Class B Common Stock held by KPCB IX-B; (c) 63,655 shares of Class B Common Stock held by KPCB X-A; (d) 1,795 shares of Class B Common Stock held by KPCB X-B; and (e) 46,046 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 8,975 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 107,068 shares of Series E Convertible Preferred Stock held by KPCB IX-A; (b) 3,306 shares of Series E Convertible Preferred Stock held by KPCB IX-B; (c) 94,245 shares of Series E Convertible Preferred Stock held by KPCB X-A; (d) 2,658 shares of Series E Convertible Preferred Stock held by KPCB X-B; and (e) 68,175 shares of Series E Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Series E Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 107,068 shares of Class B Common Stock held by KPCB IX-A; (b) 3,306 shares of Class B Common Stock held by KPCB IX-B; (c) 94,245 shares of Class B Common Stock held by KPCB X-A; (d) 2,658 shares of Class B Common Stock held by KPCB X-B; and (e) 68,175 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 13,288 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 48,972 shares of Series F Convertible Preferred Stock held by KPCB IX-A; (b) 1,512 shares of Series F Convertible Preferred Stock held by KPCB IX-B; (c) 43,107 shares of Series F Convertible Preferred Stock held by KPCB X-A; (d) 1,216 shares of Series F Convertible Preferred Stock held by KPCB X-B; and (e) 31,182 shares of Series F Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Series F Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 48,972 shares of Class B Common Stock held by KPCB IX-A; (b) 1,512 shares of Class B Common Stock held by KPCB IX-B; (c) 43,107 shares of Class B Common Stock held by KPCB X-A; (d) 1,216 shares of Class B Common Stock held by KPCB X-B; and (e) 31,182 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 6,078 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
Consists of (a) 101,270 shares of Series G Convertible Preferred Stock held by KPCB IX-A; (b) 3,125 shares of Series G Convertible Preferred Stock held by KPCB IX-B; (c) 89,143 shares of Series G Convertible Preferred Stock held by KPCB X-A; (d) 2,514 shares of Series G Convertible Preferred Stock held by KPCB X-B; and (e) 64,484 shares of Series G Convertible Preferred Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Series G Convertible Preferred Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 101,270 shares of Class B Common Stock held by KPCB IX-A; (b) 3,125 shares of Class B Common Stock held by KPCB IX-B; (c) 89,143 shares of Class B Common Stock held by KPCB X-A; (d) 2,514 shares of Class B Common Stock held by KPCB X-B; and (e) 64,484 shares of Class B Common Stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 12,569 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
The principal amount and accrued interest of the 8% Convertible Preferred Notes ("8% Notes") automatically converted into the specified number of shares of Class B Common Stock as a result of the automatic conversion of Issuer's outstanding preferred stock in connection with the Issuer's IPO.
The number of shares reflect both the principal and the interest accrued on the 8% Notes through July 27, 2018, the date of the automatic conversion in connection with the Issuer's IPO.
Consists of (a) 134,583 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Series G Convertible Preferred Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Series G Convertible Preferred Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Series G Convertible Preferred Stock issuable upon conversion held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust, all of which automatically converted 1-for-1 into shares of Class B Common Stock upon the closing of the Issuer's IPO.
Consists of (a) 134,583 shares of Class B Common Stock issuable upon conversion held by KPCB IX-A; (b) 4,155 shares of Class B Common Stock issuable upon conversion held by KPCB IX-B; (c) 118,466 shares of Class B Common Stock issuable upon conversion held by KPCB X-A; (d) 3,341 shares of Class B Common Stock issuable upon conversion held by KPCB X-B; and (e) 85,694 shares of Class B Common Stock issuable upon conversion held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 16,703 shares of Class B Common Stock held by L. John and Ann Doerr, Trustees of the Vallejo Ventures Trust.
/s/Susan Biglieri, Chief Financial Officer
2018-07-31