0001104659-18-048493.txt : 20180731 0001104659-18-048493.hdr.sgml : 20180731 20180731191339 ACCESSION NUMBER: 0001104659-18-048493 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180727 FILED AS OF DATE: 20180731 DATE AS OF CHANGE: 20180731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Future Fund Board of Guardians CENTRAL INDEX KEY: 0001505790 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 18982455 BUSINESS ADDRESS: STREET 1: LEVEL 43, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 BUSINESS PHONE: 61 03 8656 6400 MAIL ADDRESS: STREET 1: LEVEL 43, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Future Fund Investment Co No.5 Pty Ltd CENTRAL INDEX KEY: 0001748685 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 18982456 BUSINESS ADDRESS: STREET 1: LEVEL 42, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 BUSINESS PHONE: 61 03 8656 6400 MAIL ADDRESS: STREET 1: LEVEL 42, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 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 4 1 a4.xml 4 X0306 4 2018-07-27 0 0001664703 Bloom Energy Corp BE 0001505790 Future Fund Board of Guardians LEVEL 42, 120 COLLINS STREET MELBOURNE C3 VIC 3000 AUSTRALIA 0 0 1 0 0001748685 Future Fund Investment Co No.5 Pty Ltd LEVEL 42, 120 COLLINS STREET MELBOURNE C3 VIC 3000 AUSTRALIA 0 0 1 0 8% Convertible Preferred Notes 2018-07-27 4 C 0 1022566 D Series G Convertible Preferred Stock 1022566 0 I See Footnote Series G Convertible Preferred Stock 2018-07-27 4 C 0 1022566 D Class B Common Stock 1022566 3881988 I See Footnote Series G Convertible Preferred Stock 2018-07-27 4 C 0 3881988 D Class B Common Stock 3881988 0 I See Footnote Class B Common Stock 2018-07-27 4 C 0 4904554 A Class A Common Stock 4904554 4904554 I See Footnote Upon the completion of the Issuer's initial public offering ("IPO"), the outstanding 8% Convertible Preferred Notes mandatorily converted into shares of Series G Convertible Preferred Stock and then converted automatically into shares of Class B Common Stock in connection with the Issuer's IPO on a 1:1 basis. The number of shares reflect both the principle and the interest accrued through July 24, 2018. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any. In connection with the IPO, the shares of Series G Convertible Preferred converted automatically into shares of Class B Common Stock on a 1:1 basis. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians. 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in the Issuer's restated certificate of incorporation. 3,881,988 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians. 1,022,566 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any. /s/ Cameron Price, Authorized Signatory for Future Fund Board of Guardians 2018-07-31 /s/ Paul Mann, Authorized Signatory for Future Fund Investment Company No.5 Pty Ltd 2018-07-31