0001209191-18-043842.txt : 20180724
0001209191-18-043842.hdr.sgml : 20180724
20180724213139
ACCESSION NUMBER: 0001209191-18-043842
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180724
FILED AS OF DATE: 20180724
DATE AS OF CHANGE: 20180724
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SANDELL SCOTT D
CENTRAL INDEX KEY: 0001237289
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967484
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
0001237289
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
1
0
Series B Convertible Preferred Stock
0.00
Class B Common Stock
4527868
I
See Note 3
Series C Convertible Preferred Stock
0.00
Class B Common Stock
1062944
I
See Note 3
Series D Convertible Preferred Stock
0.00
Class B Common Stock
620155
I
See Note 3
Series E Convertible Preferred Stock
0.00
Class B Common Stock
395815
I
See Note 3
Series F Convertible Preferred Stock
0.00
Class B Common Stock
125989
I
See Note 3
Series G Convertible Preferred Stock
0.00
Class B Common Stock
650631
I
See Note 3
8% Convertible Preferred Notes
0.00
Series G Convertible Preferred Stock
346013
I
See Note 3
6% Convertible Notes
0.00
2020-12-01
Class B Common Stock
358530
I
See Note 3
The shares of 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 at the holder's option or upon any
transfer except for 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.
The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which the Reporting Person has no pecuniary interest.
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.
/s/ Sasha Keough, attorney-in-fact
2018-07-24