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).

1. Name and Address of Reporting Person^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2018

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

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

	Form filed by One Reporting Person
X	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	01/18/2019		C		1,423,663	A	$0.00	1,423,663	I	Mobius Technology Ventures VI, L.P.⁽³⁾
Class A Common Stock	01/18/2019		C		1,531,414	A	$0.00	1,531,414	I	SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾
Class A Common Stock	01/18/2019		C		58,392	A	$0.00	58,392	I	Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾
Class A Common Stock	01/18/2019		C		55,624	A	$0.00	55,624	I	Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾
Class A Common Stock	01/22/2019		S		69,558	D	$11.86⁽¹⁾	1,354,105	I	Mobius Technology Ventures VI, L.P.⁽³⁾
Class A Common Stock	01/22/2019		S		74,603	D	$11.86⁽¹⁾	1,456,811	I	SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾
Class A Common Stock	01/22/2019		S		2,845	D	$11.86⁽¹⁾	55,547	I	Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾
Class A Common Stock	01/22/2019		S		2,710	D	$11.86⁽¹⁾	52,914	I	Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾
Class A Common Stock	01/22/2019		S		46	D	$12.42	1,354,059	I	Mobius Technology Ventures VI, L.P.⁽³⁾
Class A Common Stock	01/22/2019		S		51	D	$12.42	1,456,760	I	SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾
Class A Common Stock	01/22/2019		S		2	D	$12.42	55,545	I	Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾
Class A Common Stock	01/22/2019		S		1	D	$12.42	52,913	I	Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾
Class A Common Stock	01/23/2019		S		21,241	D	$11.94⁽²⁾	1,332,818	I	Mobius Technology Ventures VI, L.P.⁽³⁾
Class A Common Stock	01/23/2019		S		22,782	D	$11.94⁽²⁾	1,433,978	I	SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾
Class A Common Stock	01/23/2019		S		869	D	$11.94⁽²⁾	54,676	I	Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾
Class A Common Stock	01/23/2019		S		827	D	$11.94⁽²⁾	52,086	I	Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾

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)
Series C Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,358,073	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,358,073	$0.00	0	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,358,073		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,358,073	$0.00	1,358,073	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			28,812	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	28,812	$0.00	0	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		28,812		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	28,812	$0.00	1,386,885	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			36,778	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	36,778	$0.00	0	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		36,778		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	36,778	$0.00	1,423,663	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			4,180	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	4,180	$0.00	0	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		4,180		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,180	$0.00	1,427,843	I	By Mobius Technology Ventures VI, L.P.⁽³⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,456,582	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,456,582	$0.00	0	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,456,582		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,456,582	$0.00	1,456,582	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			30,902	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	30,902	$0.00	0	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		30,902		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	30,902	$0.00	1,487,484	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			39,446	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	39,446	$0.00	0	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		39,446		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	39,446	$0.00	1,526,930	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			4,484	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	4,484	$0.00	0	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		4,484		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,484	$0.00	1,531,414	I	By SOFTBANK U.S. Ventures VI L.P.⁽⁴⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			55,540	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	55,540	$0.00	0	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		55,540		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	55,540	$0.00	55,540	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,178	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,178	$0.00	0	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,178		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,178	$0.00	56,718	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,504	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,504	$0.00	0	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,504		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,504	$0.00	58,222	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			170	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	170	$0.00	0	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		170		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	170	$0.00	58,392	I	By Mobius Technology Ventures Side Fund VI L.P.⁽⁵⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			52,908	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	52,908	$0.00	0	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		52,908		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	52,908	$0.00	52,908	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,122	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,122	$0.00	0	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,122		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,122	$0.00	54,030	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁸⁾	07/27/2018		C			1,432	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,432	$0.00	0	I	By Mobius Technology Ventures Advisors Fund VI L.P.⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽⁹⁾	07/27/2018		C		1,432		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,432	$0.00	55,462	I	By Mobius Technology Ventures Advisors Fund VI L.P⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOBIUS TECHNOLOGY VENTURES VI LP

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SOFTBANK U S VENTURES VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MENDELSON JASON A

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $11.40 to $12.39 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $11.82 - $12.08 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").

4. The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").

5. The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").

6. The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").

7. Mobius VI LLC ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason A. Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.

8. Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock and Series F Convertible Preferred Stock automatically converted into the Issuer's Class B Common Stock, on a 1 for 1 basis, immediately prior to the Closing of the Issuer's initial public offering on July 27, 2018 ("IPO") and had no expiration date.

9. 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 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 July 27, 2018, (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 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.

Remarks:

Form 1 of 2.

	Mobius VI LLC, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures Advisors Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures Side Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	Mobius Technology Ventures VI, L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	SOFTBANK U.S. Ventures VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson	01/23/2019
	/s/ Bradley A. Feld, Bradley A. Feld	01/23/2019
	/s/ Jason A. Mendelson, Jason A. Mendelson	01/23/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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