SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SODERBERG SHAWN MARIE

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/15/2024		A⁽¹⁾		1,850	A	$0.00	84,034⁽²⁾	D
Class A Common Stock	02/15/2024		M		3,032	A	$0.00	87,066	D
Class A Common Stock	02/16/2024		S⁽³⁾		6,872	D	$9.32⁽⁴⁾	80,194	D
Class A Common Stock	02/16/2024		S⁽⁵⁾		6,248	D	$9.36⁽⁶⁾	73,946	D
Class A Common Stock								396,731	I	By trust⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	02/15/2024		M			3,032	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,032	$0.00	0	D

Explanation of Responses:

1. On July 11, 2023, the Reporting Person was granted a PSU award for a target number of 7,400 shares of Class A common stock, subject to the achievement of certain financial performance criteria during the performance period. The Reporting Person partially met the performance criteria as determined by the Compensation Committee on February 13, 2024, which resulted in a payout of 25% of the target. The PSUs fully vested at 25% of the target on February 15, 2024.

2. Includes an aggregate of 1,293 shares acquired by the Reporting Person under the Issuer's 2018 Employee Stock Purchase Plan on February 14, 2024.

3. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units ("RSUs") and performance stock units ("PSUs") effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2023.

4. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $9.20 to $9.60. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

5. Sale of shares to cover tax withholding obligation incurred upon settlement of RSUs and PSUs.

6. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $9.21 to $9.45. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

7. Held by The Shawn M. Soderberg 2005 Trust, of which the Reporting Person is the trustee.

8. Each RSU represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement.

9. The RSUs vest over three years, with a third of the RSUs vesting on the one-year anniversary of the vesting commencement date, which is February 15, 2021, and the remaining shares vesting in equal quarterly installments over the next two years, subject to Reporting Person remaining a service provider on each applicable vesting date.

	/s/ Shawn M. Soderberg	02/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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