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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 10/15/2023 | M | 4,118 | A | $0.00 | 82,647 | D | |||
Class A Common Stock | 10/16/2023 | S(1) | 1,996 | D | $11.73(2) | 80,651 | D | |||
Class A Common Stock | 393,102 | I | By trust(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy Class B Common Stock) | $30.96 | 07/23/2023 | J(4) | 20,000 | (5) | 10/02/2026 | Class B Common Stock | 20,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $30.96 | 07/26/2023 | J(4) | 20,000 | (5) | 10/02/2026 | Class A Common Stock | 20,000 | $0.00 | 20,000 | D | ||||
Stock Option (Right to Buy Class B Common Stock) | $30.89 | 07/27/2023 | J(4) | 106,666 | (5) | 01/13/2026 | Class B Common Stock | 106,666 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $30.89 | 07/27/2023 | J(4) | 106,666 | (5) | 01/13/2026 | Class A Common Stock | 106,666 | $0.00 | 106,666 | D | ||||
Stock Option (Right to Buy Class B Common Stock) | $15 | 07/27/2023 | J(4) | 20,000 | (5) | 07/23/2028 | Class B Common Stock | 20,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $15 | 07/27/2023 | J(4) | 20,000 | (5) | 07/23/2028 | Class A Common Stock | 20,000 | $0.00 | 20,000 | D | ||||
Restricted Stock Units | (6) | 10/15/2023 | M | 4,118 | (7) | (7) | Class A Common Stock | 4,118 | $0.00 | 20,589 | D |
Explanation of Responses: |
1. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units ("RSUs") effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2023. |
2. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $11.65 to $11.78. 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. |
3. Held by The Shawn M. Soderberg 2005 Trust, of which the Reporting Person is the trustee. |
4. Effective as of immediately prior to the close of business on July 27, 2023, each share of the Issuer's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), automatically converted into one share of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), pursuant to the Issuer's Restated Certificate of Incorporation. In connection with the foregoing, the outstanding options to purchase shares of Class B Common Stock remain unchanged, except that the underlying shares now represent Class A Common Stock. |
5. These options are fully vested. |
6. Each RSU represents a contingent right to receive one share of the Class A Common Stock of the Issuer upon settlement. |
7. The RSUs vest as to one-third of the shares on the one-year anniversary of the vesting commencement date, which is January 15, 2022, and 1/12th quarterly thereafter, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date. |
/s/ Shawn M. Soderberg | 10/17/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |