0001209191-18-045829.txt : 20180808 0001209191-18-045829.hdr.sgml : 20180808 20180808162241 ACCESSION NUMBER: 0001209191-18-045829 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180724 FILED AS OF DATE: 20180808 DATE AS OF CHANGE: 20180808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 181001682 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/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2018-07-24 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 6% Convertible Notes 0.00 2020-12-01 Class B Common Stock 1231400 I See Note 5 Upon the completion of the Issuer's initial public offering ("IPO"), the outstanding principal and accrued interest on the 6% Notes are convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock. 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 number of shares reflect the both the principle and the interest accrued through July 24, 2018. The number of shares of Class B common stock that the 6% Convertible Notes are convertible into, as of the time of the filing, was incorrectly reported in the reporting person's original Form 3 filed on July 24, 2018. This amended filing correctly reflects the number of shares of Class B common stock that the 6% Convertible Notes were convertible into on July 24, 2018. 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. /s/ Sasha Keough, attorney-in-fact 2018-08-08