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