SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Guardians of New Zealand Superannuation (Last) (First) (Middle) PO BOX 106 607, NEW ZEALAND (Street) AUCKLAND Q2 1143 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2018	3. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series G Preferred Stock(1)	(2)	(2)	Class A Common Stock	2,587,991(3)	(2)	D

Explanation of Responses:

1. The shares of Series G Preferred Stock reported herein are held by Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund being property of Her Majesty the Queen in right of New Zealand and managed by the Guardians of New Zealand Superannuation. The Series G Preferred Stock will convert into 2,587,991 shares of the Issuer's Class B Common Stock upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering (the "Offering") pursuant to a registration statement on Form S-1 (File No. 333-225571) under the Securities Act of 1933 (the "Registration Statement").

2. Upon the closing of the Offering, each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the reporting person, upon the transfer of such share of Class B Common Stock or upon the occurrence of certain other events. The Class B Common Stock has no expiration date. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share.

3. As disclosed in the Registration Statement, the total number of shares of the Issuer's Class A Common Stock and Class B Common Stock to be outstanding after the Offering is expected to be 106,066,537 shares (the "Total Common Stock"), of which the Reporting Person's holdings of 2,587,991 shares of Class B Common Stock would equal approximately 2.4% of the Total Common Stock. The Reporting Person is including this information on this Form 3 in reliance on the information provided by the Issuer in the Registration Statement. The filing of this Form 3 shall not be construed as an admission that the reporting person is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934 or otherwise the beneficial owners of any of the shares of Class A or Class B common stock of the Issuer. Pursuant to Rule 16a-1, the reporting person disclaims such beneficial ownership, except to the extent of their respective pecuniary interest.

	/s/ Adrien Hunter, Authorized Signatory	07/25/2018
	** 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 5 (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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