0001209191-20-047247.txt : 20200818
0001209191-20-047247.hdr.sgml : 20200818
20200818173333
ACCESSION NUMBER: 0001209191-20-047247
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200814
FILED AS OF DATE: 20200818
DATE AS OF CHANGE: 20200818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SANDELL SCOTT D
CENTRAL INDEX KEY: 0001237289
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 201114692
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: 4353 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 408-543-1500
MAIL ADDRESS:
STREET 1: 4353 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-08-14
0
0001664703
Bloom Energy Corp
BE
0001237289
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
1
0
10% Convertible Notes
8.00
2020-08-14
4
C
0
33867049.00
0.00
D
2021-12-01
Class B Common Stock
4233381
0.00
I
See Note 4
Class B Common Stock
2020-08-14
4
C
0
4233381
0.00
A
Class A Common Stock
4233381
11963020
I
See Note 4
The outstanding principal on the 10% Notes is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00. The 10% Notes will mature on December 1, 2021 and bear interest at a fixed rate of 10% per annum, payable monthly in cash.
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 the Issuer's 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 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 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 Issuer's 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.
Represents shares of Class B common stock issuable upon conversion of $33,867,049 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes.
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
2020-08-18