0001144204-18-041887.txt : 20180803 0001144204-18-041887.hdr.sgml : 20180803 20180803151730 ACCESSION NUMBER: 0001144204-18-041887 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180727 FILED AS OF DATE: 20180803 DATE AS OF CHANGE: 20180803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANADA PENSION PLAN INVESTMENT BOARD CENTRAL INDEX KEY: 0001283718 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 18991603 BUSINESS ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 BUSINESS PHONE: 416 972 8226 MAIL ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 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 3 1 tv500136_3.xml OWNERSHIP DOCUMENT X0206 3 2018-07-27 0 0001664703 Bloom Energy Corp BE 0001283718 CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST SUITE 2500 TORONTO A6 M5C 2W5 ONTARIO, CANADA 0 0 1 0 Class B common stock Class A common stock 312575 D 6.0% Convertible Senior Secured PIK Notes due 2020 Class B common stock 21215024 D Represents shares of the Issuer's Class B common stock that became issuable to the Reporting Person pursuant to the automatic cashless exercise of a warrant immediately prior to the completion of the Issuer's initial public offering. Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Convertible Senior Secured PIK Note due 2020 (the "6% Notes") became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. The 6% Notes mature on December 1, 2020. The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at the holder's option or (b) upon any transfer except 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 the closing of Issuer's initial public offering, (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 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. Represents shares of Class B common stock issuable upon conversion of $238,669,029 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes. /s/ Ryan Barry, Title: Managing Director, Legal - Canada Pension Plan Investment Board 2018-08-03