0000899243-18-020887.txt : 20180801
0000899243-18-020887.hdr.sgml : 20180801
20180801115219
ACCESSION NUMBER: 0000899243-18-020887
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180727
FILED AS OF DATE: 20180801
DATE AS OF CHANGE: 20180801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corp
CENTRAL INDEX KEY: 0001463559
STATE OF INCORPORATION: A0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18983687
BUSINESS ADDRESS:
STREET 1: 1100-10830 JASPER AVENUE
CITY: EDMONTON
STATE: A0
ZIP: T5J 2B3
BUSINESS PHONE: 1-780-392-3600
MAIL ADDRESS:
STREET 1: 1100-10830 JASPER AVENUE
CITY: EDMONTON
STATE: A0
ZIP: T5J 2B3
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
2018-07-27
0
0001664703
Bloom Energy Corp
BE
0001463559
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corp
1100-10830 JASPER AVENUE
EDMONTON
A0
T5J 2B3
ALBERTA, CANADA
0
0
1
0
Class B Common Stock
Class A Common Stock
6217414
I
See Footnote
Warrants to Purchase Class B Common Stock
27.78
2021-07-01
Class B Common Stock
468548
I
See Footnote
Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
Each outstanding share of Class B common stock will convert mandatorily into one share of Class A common stock upon (i) any transfer, except for certain distributions and permitted transfers described in the issuer's restated certificate of incorporation, and (ii) the earliest of the following: (a) immediately prior to the close of business on the fifth anniversary of the consummation of the issuer's initial public offering (the "IPO"), which closed on July 27, 2018, (b) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than 5% of all shares of Class A and Class B common stock outstanding, (c) as specified in an election notice of KR Sridhar, the issuer's current chief executive officer and chairman, to convert all shares of Class B common stock, or (d) immediately following the date of KR Sridhar's death.
Represents (i) 2,107,990 shares of Class B common stock held by 1536053 Alberta Ltd., (ii) 3,763,852 shares of Class B common stock held by 1536057 Alberta Ltd., (iii) 162,626 shares of Class B common stock held by PE12GVVC (US Direct) Ltd. and (iv) 182,946 shares of Class B common stock held by PE12PXVC (US Direct) Ltd. The shares of Class B common stock held by PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd. were issued upon mandatory conversion of the issuer's subordinated secured convertible promissory 8% notes upon the closing of the IPO (following conversion into shares of the issuer's Series G convertible redeemable preferred stock that then immediately convertible into shares of Class B common stock).
Represents (i) 220,499 shares of Class B common stock underlying immediately exercisable warrants held by PE12GVVC (US Direct) Ltd. and (ii) 248,049 shares of Class B common stock underlying immediately exercisable warrants held by PE12PXVC (US Direct) Ltd. The number of shares of Class B common stock issuable upon exercise and the exercise price of the warrants are subject to anti-dilution adjustments. The warrants converted immediately upon the closing of the issuer's IPO from warrants to purchase shares of the issuer's Series F convertible preferred stock into warrants to purchase Class B common stock.
Each of 1536053 Alberta Ltd., 1536057 Alberta Ltd., PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd. (the "AIMCo Funds") is advised by the reporting person, Alberta Investment Management Corporation, which is empowered by the Alberta Investment Management Corporation Act to act on behalf of Her Majesty the Queen in Right of Alberta as its agent. As the investment manager of the AIMCo Funds, the reporting person may be deemed an indirect beneficial owner of the securities directly owned by the AIMCo Funds. The reporting person disclaims beneficial ownership of the securities in the table above, except to the extent of its pecuniary interest therein.
/s/ Jon Reay, Chief Compliance Officer and Associate General Counsel, for Alberta Investment Management Corporation
2018-07-31